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S.I. No. 367/2024 - Finance (State Guarantees, International Financial Institution Funds and Miscellaneous Provisions) Act 2024 (Section 3) Order 2024

Act 2024 (Section 3) Order 2024 Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the Office of the Attor

Article 9

of the Platform Rules the financial reporting will not be incorporated into the consolidated statement of account movements of the Funds under the Platform.

Article 5

.4(vii) of the Platform Rules, the financial statement of the Fund shall not be submitted to the Contributors ’Committee for approval. In accordance with Article 9.2 of the Platform Rules, the financial statement of the Fund shall be approved in line with financial statement approval procedures generally applied by EIB to third party mandates. The financial statement of the Fund shall be subject to external auditing. The costs of such audit shall be charged to the Fund in accordance with paragraph 8.2 above. In accordance with Article 9.4 (i) of the Platform Rules, the Bank will deliver to the Contributors Committee a quarterly operations progress report for information.

Article 9

.4 (

  1. ii)and (iii) of the Platform Rules, the Bank will not deliver to the Contributors Committee bi-annual operation progress updates and operation completion reports. 12.6 Conflicts of interest The Contributors acknowledge and agree that EIF and EIB: (
  2. i)operate, or may operate, a number of mandates (the “Mandates ”) that have or may have objectives, strategies and policies which may overlap with the Fund objectives, strategies and policies; (
  3. ii)may on its own account and/or on behalf of third parties, in the context of the Mandates, implement operations or recommend to such third parties to implement operations of a similar nature to the Fund Operations in a number of jurisdictions, including jurisdictions where the Fund will operate; (iii) may interact in other capacities with the Fund Operations (for example, as an investor for the benefit of another Mandate or under own resource investments) as well as provide guarantees or financing to the same eligible final beneficiaries as the Fund Operations contemplated herein, including in a manner where the Fund may be subordinated to, or serve as a credit enhancement for, such other operations; (
  4. iv)may take part in transactions in which EIF or EIB have, for its own account or for that of any of the Mandate, directly or indirectly, a material interest or a relationship of any description with another party, which involves or may involve a potential conflict with any duty it may owe to the relevant mandator. The Contributors hereby waive any rights or defences which they might otherwise have which arise or may arise from the EIF or EIB acting in any capacity as manager of the Mandates or otherwise. 12.7 Cross cutting principles To the extent possible in the context of the evolving situation and needs in Ukraine, the Fund shall operate according to the general cross-cutting principles applicable to the EIB ’s activities, as described in Article 2.1.2 of the Platform Rules. In this context, the principles set out in the Platform Rules, Article 2.1.2, recitals (c), (e), and (
  5. f)are expected to be impacted and, to the extent necessary, disapplied. SCHEDULE 2 Platform Rules for Funds CONTENTS Schedule Contents 1. ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1. Definitions 1.2. Interpretation 2. ARTICLE 2 INTRODUCTION 2.1. Policy framework 2.1.1. Main objectives 2.1.2. Applicable policies, guidelines and principles 2.2. Expected Results and Impact 3. ARTICLE 3 THE PLATFORM SET UP 3.1. Eligible Contributors 3.2. Contributions 3.2.1. Legal Framework applicable to Contributions 3.2.2. Time schedule for Contributions 3.2.3. Payment of Contributions and Third Party Financing 3.2.4. Allocation, administration and management of Contributions Paid 3.2.5 Change in status of Contributor 3.3. Resources under management 3.4. Transfer of Resources 4. ARTICLE 4 FUNDS, ELIGIBLE OPERATIONS AND INSTRUMENTS UNDER THE PLATFORM 4.1. Creation of a Fund 4.2. Operations under the Funds 4.3. Geographical Coverage 4.4. Eligible Sectors 4.5. Beneficiaries 4.6. Instruments 5. ARTICLE 5 GOVERNANCE OF THE PLATFORM 5.1. Governance structure 5.2. Administrator 5.3. Partnerships Committees 5.4. Contributors ’Committees 5.5. Members of the Partnerships Committees and the Contributors ’Committees 5.6. Meetings and conferences 5.7. Convening power 5.8. Decision-making process 5.9. Agenda and documentation 5.10. Minutes and disclosures 5.11. Correspondence 5.12. Confidentiality 5.13. Remuneration 6. ARTICLE 6 APPROVAL PROCESS OF OPERATIONS 6.1. Design and implementation of operations 6.2. Submission of operations for approval 6.3. Operations below a defined threshold 6.4. Operations above a defined threshold 6.5. Approved operations 7. ARTICLE 7 FEES 7.1. Administration fee 7.2. Instrument fee 7.3. Other fees 8. ARTICLE 8 MANAGEMENT OF OUTSTANDING BALANCE 8.1. Investment of Fund Outstanding Balance 8.2. Proceeds/losses from placement of Fund Outstanding Balance 8.3. Investment tools and features 8.4. Liability arising from management of Fund Outstanding Balance 9. ARTICLE 9 ACCOUNTING AND REPORTING 9.1. Accounts 9.2. Financial statements 9.3. Valuation 9.3.1. Currencies 9.3.2. Investment of Fund Outstanding Balance 9.4. Reporting 9.4.1. Reporting at the Fund level: 9.4.2. Reporting at the Platform level 10. ARTICLE 10 AUDIT AND CONTROL 10.1. Audit 10.2. Control 11. ARTICLE 11 DURATION 11.1. Termination of a Fund and of the Platform 11.2. Payment of the Fund Outstanding Balance upon termination of a Fund 12. ARTICLE 12 STANDARD OF CARE AND LIABILITY 12.1. Standard of Care 12.2. The Bank acting as for its own resources and operations 12.3. The Bank acting in specific circumstances 12.4. Liability limited to gross negligence and wilful misconduct 12.5. Force majeure and disturbance of business 12.6. Delays 12.7. Limited recourse 13. ARTICLE 13 AMENDMENTS AND ORDER OF PRECEDENCE 13.1. Amendments 13.2. Order of precedence 14. ARTICLE 14 SEVERABILITY 15. ARTICLE 15 DISPUTE RESOLUTION AND GOVERNING LAW 15.1 Amicable resolution of disputes 15.2 Jurisdiction 15.3 Governing law ANNEX I RECEIPT OF THIRD PARTY FINANCING ANNEX II ASSET MANAGEMENT GUIDELINES WHEREAS:

(1)Considering the need to increase financial flows for sustainable development, and building on the successful experience of the European Investment Bank (the “ Bank ”or the “ EIB ”) in combining its lending operations with instruments facilitating project preparation and implementation, through the Bank ’s current portfolio of trust funds and blending facilities, the Bank has decided to set up an EIB-managed multi-region, multi-contributor and multi-sector Partnerships Platform for Funds (the “ Platform ”). The Platform is established also in anticipation of an increasing volume of funds that would require ensuring cost-efficiency of the related management activities.
(2)The principal objective of the Platform is to strengthen operational efficiency by streamlining and standardising, to the extent feasible, processes and procedures, governance arrangements, fee calculation methodologies, and reporting standards applicable to the assets under the Bank ’s management in respect of this Platform.
(3)Operations under the Platform shall be organised through the contractual establishment of individual pools of assets (each a “Fund ”and collectively the “Funds ”). The Bank shall arrange for Funds to be set up in collaboration with interested contributors, in order to address regional and sectoral priorities. These rules (the “Platform Rules ”) shall apply to each new Fund to be set up under the Platform. Moreover, a Fund description shall be provided in a contribution agreement to be entered into between each contributor and the Bank to reflect specific objectives, requirements and eligibilities applicable to each Fund.
(4)For the avoidance of doubt, despite the fact that the contractual relationship between the Bank and contributors may use terms such as “fund ”, “trust ”or “trust funds ”, it is not the intention of the Bank to create, and these Platform Rules do not set up, any investment fund, trust or similar legal arrangement under the Platform. ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1. Definitions “ Account ”means, with respect to a Contribution Agreement, the bank account indicated by the Bank in that Contribution Agreement to which the relevant Contributor shall transfer the relevant Contribution in accordance with the terms of that Contribution Agreement. “ Administrator ”means the EIB in its capacity of the administrator of the Platform. “ Article ”means an article of these Platform Rules. “ Business Day ”means a day during which the EIB is open for business at its seat in Luxembourg. “ Contribution ”means funds committed by each Contributor to a Fund established under the Platform pursuant to the Contribution Agreement. “ Contribution Agreement ”means an agreement between the EIB and each Contributor based on which Contributions are to be made to a Fund under the Platform. “ Contribution Paid ”means the Contribution transferred by the Contributor to the Account and received by the Bank. “ Contributor ”means any Member State of the European Union as well as the European Commission, and the EFTA Countries that contribute funds to a Fund under the Platform. “ Contributors ’Committee ”means a committee established in accordance with Article 5.4 of these Platform Rules. “ EFTA Countries ”means countries that are members of the European Free Trade Association. “ Eligible Operations ”means operations approved in accordance with Article 6.5 of these Platform Rules. “ Fund Account ”means, in respect of a Fund, the account denominated in euro opened by the EIB in its books for the purpose of managing the Contributions Paid. “ Fund Description ”means a document included with the Contribution Agreement where the objectives to be pursued under each Fund, its indicative budget, as well as eligible operations are specified. “ Fund Outstanding Balance ”means, for any Fund, the balance of the respective Fund Account. “ Instrument ”means each of the instruments specified in Article 4.6 of these Platform Rules. “ Legal Framework ”means the Platform Rules, each Contribution Agreement and each Fund Description that constitute a legal basis for the cooperation between the EIB and the Contributors in relation to the management of Contributions. “ Partnerships Committee ”means a committee established in accordance with Article 5.3 of these Platform Rules. “ Platform Outstanding Balance ”means the sum of the Fund Outstanding Balances. “ Resources ”means the sum of (
  1. i)the aggregated amount of any Contribution Paid, (
  2. ii)any revenues and repayments generated by the activities of the Platform and credited to the relevant Fund Account, and (iii) any revenues generated by the asset management by the EIB of the assets constituting the Platform Outstanding Balance and credited to the relevant Fund Accounts, pro-rata the Funds Outstanding Balances. “ Third Party ”means any entity other than those defined as Contributors, such as a country other than a Member States of the European Union and EFTA Countries, international financial institutions, funds, foundations, private sector and banking entities contributing funds to a Fund under the Platform. “ Third Party Agreement ”means an agreement pursuant to which Third Party Financing is contributed to a Fund under the Platform, as defined in Article 2 of Annex I “Receipt of Third Party Financing ”to these Platform Rules. “ Third Party Financing ”means funds contributed to a Fund under the Platform by a Third Party, subject to the provisions of Annex I “Receipt of Third Party Financing ”to these Platform Rules. “ Unitary Fund ”means the pooled investment portfolio established by the EIB by the Deed Poll of 1 July 2009, as supplemented and amended from time to time and as defined in the corresponding Information Memorandum. 1.2. Interpretation Subject to Article 1.1 of these Platform Rules and save where the context otherwise requires:
  3. a)capitalised terms and expressions defined in the Preamble have the same meaning throughout these Platform Rules, unless herein otherwise defined;
  4. b)words denoting: (
  5. i)the singular number only shall include the plural number also and vice versa; (
  6. ii)one gender only shall include the other gender; and (iii) persons only shall include firms and corporations and vice versa.
  7. c)any provision of any primary or derivative legislation shall be deemed also to refer to any modification thereof;
  8. d)headings shall be ignored in construing these Platform Rules; and
  9. e)the Annexes form an integral part of these Platform Rules and shall have effect accordingly. ARTICLE 2 INTRODUCTION The Platform is set up by the EIB to administer externally contributed resources that shall be used to facilitate the EIB ’s activities across the full range of countries and sectors and using the full range of instruments described in Article 4.6 of these Platform Rules, through the establishment of the respective Funds under the Platform. 2.1. Policy framework Operations supported with the resources contributed to the Funds established under the Platform shall be consistent with the objectives, policies, guidelines and principles, as amended from time to time, applicable to the EIB ’s activities, and including, but not limited to, the following: 2.1.1. Main objectives Main objectives include the following:
  10. a)Promoting growth and development in beneficiary countries;
  11. b)Supporting the EU enlargement;
  12. c)Supporting strategic partnerships and security;
  13. d)Reducing and eventually eradicating poverty;
  14. e)Supporting the achievement of the Sustainable Development Goals 8 ;
  15. f)Development of social and economic infrastructure;
  16. g)Local private sector development;
  17. h)Climate change mitigation and adaptation; and
  18. i)Regional integration. 2.1.2. Applicable policies, guidelines and principles The management of the Platform as well as of the respective Funds established thereunder shall be performed with the application of the EIB ’s internal policies and guidelines, such as environmental, social and gender policies, as well as those related to anti-fraud, fight against tax evasion, tax avoidance, harmful tax practices, anti-money laundering and fight against financing of terrorism, market abuse, non-cooperation with non-transparent and uncooperative jurisdictions, procurement and transparency policies 9 . It should be noted that several cross-cutting principles are also applicable to the EIB activities, and consequently shall also be applicable to the operations supported through the resources contributed to the Funds under the Platform, including the following:
  19. a)Protection of human rights and safeguarding against social, climate and environmental risks that should be achieved by ensuring compliance with the EIB ’s environmental and social standards, as well as the EIB ’s Climate Action Statement;
  20. b)Protection of women ’s rights that should be achieved through the application of the EIB ’s social standards, and the promotion of gender equality and women ’s economic empowerment based on the implementation of the EIB Group Gender Equality Strategy;
  21. c)Avoiding investments being impacted by, or indeed triggering, conflict, social tensions and violence through the application of a conflict sensitivity approach to operations in fragile, conflict-affected or conflict-prone contexts;
  22. d)Ownership that should be ensured through consultations with the beneficiary countries and ensuring the alignment and complementarity of operations with relevant regional, national and local strategies and priorities;
  23. e)Cost-Sharing that should be achieved through ensuring that, whenever possible, final beneficiaries shall make an appropriate contribution to the operations financed under the Platform in accordance with modalities to be determined by the Contributors and the Bank;
  24. f)Cost-Efficiency that should be achieved by ensuring that only a justifiable proportion of grants/subsidies/guarantees shall be provided along other sources of financing. It shall be ensured that the costs of implementation of the operations shall always be reasonable;
  25. g)Sustainability that should be achieved by seeking to ensure an improved local capacity by transferring knowledge to final beneficiaries and maintaining the impact of the investment also beyond the life of the operation;
  26. h)Catalytic Impact that should be achieved by ensuring that resources are provided only for activities that can contribute to the subsequent mobilisation of additional funds, partners, or further assistance in supported areas; and
  27. i)Promotion of open market that should be achieved by ensuring that overcompensation is avoided and that supported operations do not distort the functioning of the market. 2.2. Expected Results and Impact The following section provides the list of results and describes impact that the operations supported through the resources contributed to the Funds under the Platform are expected to achieve. Such results and impacts include the following:
  28. a)Leverage of the overall investment Appropriate leverage may allow to implement investments that would otherwise not take place, to accelerate their implementation, or to increase their chances of success. Through leverage the scope and scale of the overall investment may also be increased to deliver a larger impact than would otherwise be the case, extend the benefits to a wider group of final beneficiaries, especially the poor and vulnerable groups, and boost private sector investments that may otherwise not be engaged.
  29. b)Economic benefits Economic benefits include the creation or sustainability of jobs, boost of economic growth, purse of reforms and a transition to a market economy.
  30. c)Financial benefits Financial benefits include broadening access to finance to target groups, improvement of financial viability, lowering end-user tariffs.
  31. d)Social benefits Social benefits include the limitation of affordability constraints for low income households, economic inclusion and social wellbeing, gender equality, inclusive public consultations.
  32. e)Environmental impact Environmental impact relates to an enhanced consideration of the environmental dimension of the investment and higher environmental standards achieved.
  33. f)Promotion of innovation Promotion of innovation includes focus on innovative proposals, which do not necessarily require large amounts of resources but can provide high value added to the beneficiary countries, and operations aimed at supporting vulnerable groups through innovation (e.g. digital technology and financial inclusion of women).
  34. g)Other benefits Other benefits may include positive externalities realised by the operation, which would not happen without the presence of the funding component, including addressing market failures and avoiding market distortions, decentralization and commercialization activities. ARTICLE 3 THE PLATFORM SET UP 3.1. Eligible Contributors Any Member State of the European Union as well as the European Commission, and the EFTA Countries can make Contribution(
  35. s)to a Fund under the Platform. Third Party Financing is subject to approval by the EIB and the relevant Fund ’s Contributors ’Committee. Third Parties shall enter into a Third Party Agreement with the Bank for the purpose of contributing Third Party Financing to a Fund under the Platform. Unless otherwise provided in these Platform Rules or in Annex I “Receipt of Third Party Financing ”to these Platform Rules, or unless otherwise agreed by the parties to a Third Party Agreement, these Platform Rules shall apply to each Third Party. 3.2. Contributions 3.2.1. Legal Framework applicable to Contributions Contribution(
  36. s)shall be contributed by each Contributor pursuant to a Contribution Agreement which shall specify the amount of the respective Contribution and its payment schedule. Objectives to be pursued under each Fund, its indicative budget, as well as eligible operations shall be defined in the Fund Description included with the Contribution Agreement. By entering into a Contribution Agreement, the Contributor shall be deemed to acknowledge, agree, and undertake to continuously comply with any and all terms and conditions of these Platform Rules. 3.2.2. Time schedule for Contributions Contributions can be provided at any time during the term of a Fund under the Platform, upon execution of a Contribution Agreement between the Bank and the relevant Contributor and subject to the terms thereof. A Contributor may at any time increase the amount of its Contribution upon the execution of a further Contribution Agreement between the Bank and the Contributor and subject to the terms thereof. The provisions of these Platform Rules relating to Contributions shall apply equally to additional Contributions with respect to that same Fund. By entering into a Contribution Agreement, the Contributor irrevocably and unconditionally undertakes to make the Contribution described therein on the relevant Contribution payment dates, as defined in the Contribution Agreement, and allow the EIB, as the Administrator, to proceed with the allocation of the relevant Contribution Paid, subject to any fees, costs, charges, and losses, to operations according to the scheduled payment dates specified in that Contribution Agreement. 3.2.3. Payment of Contributions and Third Party Financing Each Contribution and each Third Party Financing shall be (
  37. a)denominated and paid exclusively in euro and (
  38. b)paid by the relevant Contributor or Third Party, as the case may be, in accordance with the terms of the applicable Contribution Agreement or Third Party Agreement, in the form of: (
  39. i)a single instalment; or (
  40. ii)in several instalments as set out in the relevant Contribution Agreement or Third Party Agreement. On an exceptional basis specific payment modalities may be defined in the relevant Contribution Agreement or Third Party Agreement. Each Contributor shall transfer the payable Contributions or Third Party Financing directly to the Account or the bank account indicated by the Bank in the relevant Third Party Agreement. 3.2.4. Allocation, administration and management of Contributions Paid Each Contributor hereby authorises and appoints the Bank to act as the Administrator of the Platform to:
  41. a)provide the services described in these Platform Rules and in particular, the allocation (in accordance with Article 5.2 of these Platform Rules) of the Contributions Paid, the administration and the management of the Resources;
  42. b)credit the Resources to the relevant Fund Account; and
  43. c)debit from the relevant Fund Account any amount (
  44. i)to be disbursed for the purpose of the activities of the Platform, (
  45. ii)due to the EIB in accordance with the Legal Framework (in particular, Article 7 of these Platform Rules), (iii) repaid to any Contributor, (
  46. iv)corresponding to any fees, losses, and costs arising out of the treasury management (including, but not limited to, fees, losses, and costs charged by the Unitary Fund), and (
  47. v)corresponding to any applicable charge. The Bank shall ensure that the Contributions Paid are allocated, and the Resources administered and managed with the same diligence as the Bank ’s own resources and operations and in accordance with the Legal Framework 10 . In particular, the Bank shall promptly upon receipt of the Contributions on the Account, allocate the Contributions to a specific Fund in accordance with the terms of the Contribution Agreement. The Contributions Paid shall, for and in relation to each Fund, be kept in separately and segregated from any and all of the Bank ’s own resources and from any other Contributions Paid allocated to another Fund or other assets held by the Bank in any capacity. Any cash held on the Account is held at the risk of the Contributors. Each Contributor acknowledges and agrees that the Contributions may be allocated by the Bank on a non-refundable basis, depending on the Instrument used to carry out the operations of an individual Fund, and that a part or all of their Contribution may not be repaid to them. Each Contributor acknowledges and agrees that it is its intention to invest in such Instruments and the Bank shall not be held liable towards the Contributors for the repayment of the Contributions should all or part of these Contributions be invested on a non-refundable basis and each Contributor agrees to hold the Bank harmless in such a situation. The Bank shall report on its administration and management of the Resources to the Contributors in accordance with the provisions of Article 9 of these Platform Rules and with the Legal Framework. 3.2.5. Change in status of Contributor If a Contributor changes its status (for example by ceasing to be a Member State of the European Union or an EFTA Country) with the result that, after having become a Contributor, it ceases to fall within the definition of “Contributor ”set out in Article 1, it shall nonetheless remain a Contributor with the full rights and privileges of a Contributor. It shall not be a Third Party for the purposes of the Legal Framework and its Contributions shall not be Third Party Financing. This provision shall apply in respect of all Contributions to all Funds under the Platform, whether the applicable Contribution Agreement was signed before or after the change in status of the Contributor. 3.3. Resources under management Each Contributor acknowledges and agrees that: (
  48. i)any investment carried out by the Bank, including any investment in the Unitary Fund, is subject to fees, losses and costs, which are to be borne by the Resources, and (
  49. ii)the amounts available for financing operations through the Funds under the Platform may be lower than the Resources. The Resources shall be managed in accordance with the principles of sound financial management and shall be invested in accordance with Article 8 of these Platform Rules. 3.4. Transfer of Resources A Fund Outstanding Balance may be partially or fully transferred from one Fund to (an)other Fund(s), and to (an)other Instrument(s), provided that the EIB and the respective Contributor(s), agree on this transfer. In cases where a Fund Outstanding Balance is transferred, partially or totally, from one Fund to another, the Bank shall decide if any charges shall be applied to the transferred Fund outstanding Balance, or a portion thereof, to ensure for the recovery of administrative costs and direct expenses. ARTICLE 4 FUNDS, ELIGIBLE OPERATIONS AND INSTRUMENTS UNDER THE PLATFORM 4.1. Creation of a Fund The Bank may establish a new Fund under the Platform at its discretion and may take such a decision on the basis of, among others, the needs and requests of existing or potential Contributors. Each Fund shall be established in accordance with these Platform Rules and any specific rules set out in the relevant Fund Description, as applicable and agreed between the Bank and the relevant Contributor(s). For each Fund created, the Bank shall open a Fund Account and shall operate the respective Contributions Paid in accordance with Article 3.2.4 of these Platform Rules. 4.2. Operations under the Funds The operations supported through the Contributions made to the Funds under the Platform shall be selected and administered in accordance with the EIB ’s mandate and the objectives in all countries where EIB is operational. The Bank shall originate, identify, and structure operations, based on demand from eligible project promoters, in accordance with the eligibility criteria defined in the Fund Description. Such operations can cover a broad geographic and sectorial scope and various types of assistance Instruments, of which a selection shall be made for each Fund. In relation to each Fund under the Platform the eligible regions, countries, sectors, beneficiaries and Instruments shall be specified in the Fund Description. 4.3. Geographical Coverage All countries in which the EIB is mandated to operate in are eligible for financial support from Contributions made to the Funds under the Platform, both within and outside of the EU 11 . 4.4. Eligible Sectors Legal activities in all economic sectors are eligible for financial support from Funds under the Platform, with the exclusion of activities with a negative social or environmental impact, not addressed by mitigation plans approved by the competent authorities and specifically excluded from EIB lending, as per the EIB internal procedures . Sector coverage shall duly take into consideration the relevant EU regional and country strategies. 4.5. Beneficiaries Typical beneficiaries of the funding provided under the Platform shall be both public and private sector entities such as: (
  50. i)states and other public sector entities; (
  51. ii)public enterprises managed in accordance with market principles; (iii) financial intermediaries such as commercial banks, financial institutions, private equity funds and micro-finance institutions; (
  52. iv)local and/or foreign private enterprises (large enterprises, project finance vehicles, SMEs and mid-caps); and (
  53. iv)non-governmental organisations. 4.6. Instruments The following Instruments may be deployed within the Funds under the Platform (the below list is not exhaustive and may be updated unilaterally by the Bank from time to time): (
  54. i)Technical assistance: an instrument aimed at supporting preparation and implementation of investments through institutional capacity building and the financing of e.g. pre-feasibility and feasibility studies, design and tender documents, institutional and legal appraisals, environmental and social impact assessments, project management, as well as financing upstream studies, gender analysis or advisory services to beneficiaries. (
  55. ii)Investment grants: non-reimbursable contribution to finance tangible or intangible components of an infrastructure project or venture, in joint or parallel co-financing with financing from other investors. In particular, the investment grants may decrease the investment costs for a beneficiary through financing a part of the investment or through an increase of the concessionality of the financing package of a given project. They may also target specific project components which have substantial demonstrable social or environmental benefits or which can mitigate negative environmental or social impacts. (iii) Interest rate subsidies: the provision of a grant amount to an investor financing an operation to enable it to make long-term finance available in flexible ways that reduce the total amount of debt service to be paid by the borrower. Such subsidies can therefore be applied upfront or over time. In either case, such grants should aim to minimise market distortions. Financing operations benefiting from interest rate subsidies shall be in line with the EU position on debt sustainability in low income countries, where applicable. (
  56. iv)Financial instruments: including but not limited to guarantees (including loan guarantee cost financing and insurance premia), equity or quasi-equity investments or participations, and risk-sharing instruments. (
  57. v)Direct exchange: focused on strengthening the capacity of public and private sector organisations and groups via secondments, internships, and other activities which increase their knowledge, skill level and/or efficiency. ARTICLE 5 GOVERNANCE OF THE PLATFORM 5.1. Governance structure The Governance structure of the Platform shall consist of: (
  58. i)the Administrator; (
  59. ii)Partnerships Committees at Platform level; and (iii) Contributors ’Committee at Fund level. 5.2. Administrator The Administrator shall receive Contributions Paid and manage the respective Resources (including the management of the Fund Outstanding Balance), in accordance with the Legal Framework and the Bank ’s policies and procedures applicable to the administration of the assets stemming from the Contributions Paid. The Administrator is responsible for ensuring that operations supported under each Fund under the Platform are compliant with the Fund Description for that Fund and with these Platform Rules. Roles and responsibilities of the Administrator include the following: (
  60. i)administering Eligible Operations, including entering into agreements with beneficiaries, where appropriate; (
  61. ii)preparing documents for the Bank ’s Governing Bodies ’approval; (iii) organizing meetings of each Contributors ’Committee and of the Partnerships Committees; (
  62. iv)preparing and circulating minutes of meetings of the Contributors and Partnerships Committees; (
  63. v)handling written procedures in accordance with Article 5.8 of these Platform Rules; (
  64. vi)compiling progress reports of operations and financial statements for distribution to each Contributors ’Committee; preparing the Platform ’s annual Contributors ’report and other relevant documents necessary to allow the Partnerships Committee and each Contributors ’Committee to carry out their respective duties; (vii) informing each Contributors ’Committee about operations and activities financed from Third Party Financing; (viii) providing guidance on the functioning of Platform and the underlying Fund processes and requirements; (
  65. ix)preparing proposed amendments to the Fund Description of a specific Fund for decision by the Contributors ’Committee; (
  66. x)proposing amendments to the provisions of the Platform Rules, in consultation with Contributors, where appropriate; (
  67. xi)supporting each Contributors ’Committee in commissioning reviews and evaluations; (xii) ensuring that, in communicating internally and externally, in its publications, in communication with beneficiaries, countries and other entities as well as the media, appropriate visibility is given to the Platform and its Contributors; (xiii) carrying out such other functions as may be necessary for the efficient administration of the Platform and the Funds created thereunder, except for functions which pertain to the competence of the relevant Contributors ’Committee and which have not been delegated to the Bank; and (xiv) liaising and coordinating, to the extent necessary to fulfil its role, with Contributors and other relevant parties. The Bank, as Administrator, operates in accordance with applicable EIB policies and procedures. It is accountable to the Contributors ’Committees for the performance of its obligations in accordance with Article 12 of these Platform Rules, and is serving as the liaison between the Contributors ’Committees and the respective departments at the Bank. In this respect, the Administrator handles Funds ’operations in accordance with the EIB ’s Access to Information Policy available on the website of the Bank http://www.eib.org/attachments/strategies/pai_ips_en.pdf. 5.3. Partnerships Committees Contributors to the Funds shall be invited to meetings of the Partnerships Committees as organised from time to time at the Platform level for thematic and geographical windows, to discuss and provide strategic guidance to the EIB, advise on the operation of the Platform and on the opportunity to create new Funds. The Partnerships Committee is solely an advisory body with no decision making power in relation to either the Platform or any Fund under the Platform. 5.4. Contributors ’Committees For each Fund under the Platform a Contributors ’Committee shall be set up. The main role of each Contributors ’Committee is to oversee activities under the respective Fund and to approve specific operations supported through the Contributions made to such Fund. Decisions of each Contributors ’Committee on operations shall be made either by tacit procedure or during meetings, as further described in Article 5.8 of these Platform Rules. The roles and responsibilities of the Contributors ’Committee include the following: (
  68. i)approving proposed operations within 15 Business Days of their receipt on a tacit basis, as applicable in accordance with Article 5.8 of these Platform Rules; (
  69. ii)approving Third Party Financing; (iii) approving redemption (to the Contributors) or reallocation (to another Fund) of remaining Contributions Paid in the relevant Fund upon its termination; (
  70. iv)approving any amendment to the Fund Description, including any prolongation of the Fund; (
  71. v)approving minutes of the Contributors ’Committee meetings within 15 Business Days of their receipt; (
  72. vi)reviewing reports on operations submitted by the Administrator within 30 Business Days of their receipt; (vii) approving the consolidated financial statements submitted by the Administrator within 30 Business Days of their receipt; and (viii) exercising other functions that may be necessary from time to time to contribute to the achievement of the objectives of the Fund. 5.5. Members of the Partnerships Committees and the Contributors ’Committees Each Contributor to a Fund is entitled to designate a member that shall represent such Contributor in the Partnerships Committee and the Contributors Committees. The Bank shall also be represented in the Partnerships Committee and in each of the Contributors ’Committees. Unless otherwise decided by the Bank and the Contributors Committees, Third Party Financing pursuant to Article 3.1 of these Platform Rules does not entitle the respective Third Parties to be represented in the Partnerships Committees and the relevant Contributors ’Committee and to attend their meetings. Contributors shall each appoint a member and an alternate member (the later only participating in a meeting in the case of absence of the member) and communicate in writing their names and contact details to the Bank within 30 Business Days following the execution of the Contribution Agreement. Each Contributor shall inform the Bank about a replacement of a member or an alternate within 30 Business Days of their appointment. Both the member and the alternate shall be authorised to exercise the Contributor ’s rights in the Partnerships Committees and in each of the Contributors ’Committees. The member or the alternate, in the absence of the member, may be accompanied by no more than one advisory staff. An individual may at the same time serve as a member or an alternate of more than one Contributor in the Partnerships Committees and/or each relevant Contributors ’Committee subject to the non-objection of the Bank. No voting rights shall be granted to other persons than the designated members and alternates. The number of the Bank ’s representatives attending the meeting of the Partnerships Committee and the Contributors ’Committees shall not be limited. If the European Commission becomes a Contributor to any of the Funds under the Platform, it shall be treated, for the purposes of these Platform Rules, as any other Contributor. Each Partnerships Committee and each Contributors ’Committee shall have a chairperson appointed by the EIB within 15 Business Days prior to the first scheduled meeting of such Partnerships Committee and each Contributors ’Committee or prior to the submission of first proposals for decision by the tacit procedure, as applicable. Such an appointment shall be communicated by the EIB to all the Contributors. A chairperson may be replaced by the EIB at its sole discretion at any time. The chairperson may invite representatives of governments, other institutions and entities to attend specific agenda items of meetings of the Partnerships Committees or the Contributors ’Committees as observers. 5.6. Meetings and conferences Meetings of the Partnerships Committees and the Contributors ’Committees that may take place from time to time shall be organised in the Bank ’s headquarters in Luxembourg, or in such other place as may be indicated by the Bank. It is foreseen that an annual conference shall be organised once per annum, open for all Contributors and aimed at promoting the activities under the Funds and creating an opportunity for fund-raising. Concurrently with such an annual conference, the Partnerships Committees shall meet within thematic and geographical windows, with the aim to discussing and advising on strategic issues, overall orientations and priorities. Contributors Committees shall meet on a needs be basis either physically or via video conference. 5.7. Convening power The chairperson of each Contributors ’Committee may convene meetings at any time at his own initiative or if so decided in a previous meeting of the Contributors ’Committee, or at the request of the Contributors to the relevant Fund, whose Contributions Paid account for not less than one-third of the aggregate amount of all Contributions Paid in the relevant Fund. The Contributors ’Committees may conduct business electronically via email or with the use of other devices or services that may be indicated by the Bank and made available to the Contributors. 5.8. Decision-making process Unless otherwise agreed in the Fund Description, decisions of the Contributors ’Committees are made as follows:
  73. a)during meetings, audio- or video conference meetings. Decisions taken during meetings are deemed binding if adopted by consensus. If no consensus can be reached, decisions can only be approved by Contributors representing at least: (
  74. i)2/3 of the total amount of the Contributions Paid actually received by the Bank since the inception of the Fund from the Contributors present or represented at such a meeting; and (
  75. ii)one-half plus one of the total number of Contributors to the Fund; or
  76. b)in writing, through a tacit procedure where the Contributors shall be given 15 Business Days to vote following the receipt of the draft decision and the corresponding documents. Written procedure requests may be submitted, with corresponding documentation, at any time. Such requests are deemed approved unless Contributors representing more than 1/3 of the total amount of the Contributions Paid to the Fund reject the proposed decision. The Chairperson shall inform the members and alternates of each Contributors ’Committees of the respective outcome of the written procedure at the next meeting of the Contributors ’Committee and in cases where no meeting is foreseen to take place within 90 Business Days following the adoption of the decision, the Bank shall inform the Contributors in writing within 30 Business Days following the adoption of the decision. Rejected decision by way of written procedure shall be discussed at the next meeting of the Contributors ’Committee. In exceptional circumstances, the 15 Business Days period for tacit approval may be shortened by the chairperson in duly justified cases but in any case shall not be shorter than 5 Business Days. In relation to each Fund, Contributors representing not less than (
  77. i)one-half plus one, of the Contributors who have entered into a Contribution Agreement with the Bank relating to that Fund and (
  78. ii)one-half plus 1% of the aggregate amount of all Contributions Paid in relation to that Fund since its inception, shall constitute a quorum at meetings of the relevant Contributors ’Committee. Representatives and alternates shall notify the Bank in writing of any comments or requests for further information and of any potential conflict of interest with regard to one or more points on the agenda, at least 5 Business Days before the date of the meeting. They shall withdraw from the voting on the items in case of which the potential conflict of interest has been identified. If a Contributor identifies that it has a potential conflict of interest in relation to a request for a decision to be taken by written procedure, it shall inform the chairperson of that potential conflict of interest. The chairperson shall decide whether or not the Contributor in question shall be permitted to vote on the written procedure and may decide that the decision must be submitted to a meeting of Contributors. 5.9. Agenda and documentation Prior to any meeting of the Contributors ’Committee, the Administrator shall prepare an agenda and relevant documentation and provide them to each Contributor ’s designated member and alternate in electronic form 15 Business Days prior to the meeting. 5.10. Minutes and disclosures Issues discussed during the Contributors ’Committee meeting and decisions made shall be recorded in the minutes of the meeting prepared by the Administrator. Draft minutes are circulated by the Administrator within 30 Business Days after the meeting to each member and alternate, for approval and/or comments, if any. Should amendments be requested by Contributors, the Administrator shall prepare and distribute final minutes for approval within 15 Business Days to all members and alternates of the Contributors ’Committee. In case of disagreements that cannot be resolved, the proposed amendment to the minutes shall be annexed to the minutes. The minutes shall, as a minimum, state the time and venue of the meeting, as well as the participants, the proceedings and the decisions adopted. If a decision is not unanimous, it shall be stated who voted for and who voted against. Minutes shall be signed by the Chairman. Minutes, shall, unless the contrary is proved, be conclusive evidence of the proceedings at a meeting. 5.11. Correspondence Correspondence concerning the meetings shall be addressed to the Administrator. All notices, correspondence or documents to be transmitted pursuant to these Platform Rules may be transmitted using electronic mail or delivered via standard mail. 5.12. Confidentiality Any persons attending Partnerships or Contributors ’Committees ’meetings shall be required to observe the confidentiality of the Committees ’work and deliberations. They shall not divulge any confidential information coming to their knowledge during the performance of their duties to persons outside the Bank or the Partnerships or Contributors ’Committees other than to persons assisting them in the performance of their duties, provided that such persons are subject to the equivalent duty of confidentiality. Documents relating to such work and deliberations shall be for the use of those to whom they are addressed, who shall be responsible for their safekeeping and the preservation of their confidentiality. The minutes of meetings of Contributors, and decisions taken by written procedure, shall be considered confidential; however, the Bank or the chairperson of any Contributors ’Committee may publish or disclose decisions taken by the Contributors. 5.13. Remuneration Contributors do not receive remuneration and

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