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2005 DEVELOPMENT BANKS ACT 2005 ARRANGEMENTS

SECTIONS Section

1. Definitions.
2. Approval

terms

Agreement.

1. Financial and other provisions.
2. Amendment

Act

2. Amendment

Act

2. Amendment

Act

2. Amendment

Act

2. Amendment

Act

2. Short title. SCHEDULE Acts Referred to Bretton Woods Agreements Act 1957 1957, No. 18 Council

Europe Development Bank Act 2004 2004, No. 37 European Bank for Reconstruction and Development Act 1991 1991, No. 1 International Development Association Act 1960 1960, No. 35 Multilateral Investment Guarantee Agency Act 1988 1988, No. 32 Number 34

2005 DEVELOPMENT BANKS ACT 2005 AN ACT TO PROVIDE FOR APPROVAL

THE TERMS

THE AGREEMENT ESTABLISHING THE ASIAN DEVELOPMENT BANK, TO PROVIDE FOR MATTERS (INCLUDING PAYMENTS) RELATED TO THAT AGREEMENT, TO AMEND THE EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT ACT 1991, THE BRETTON WOODS AGREEMENTS ACT 1957, THE INTERNATIONAL DEVELOPMENT ASSOCIATION ACT 1960, THE MULTILATERAL INVESTMENT GUARANTEE AGENCY ACT 1988 AND THE COUNCIL

EUROPE DEVELOPMENT BANK ACT 2004. [21st December, 2005] BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS: Definitions. 1.—In this Act, except where the context otherwise requires— “Act

1957” means the Bretton Woods Agreements Act 1957 ; “Act

1960” means the International Development Association Act 1960 ; “Act

1988” means the Multilateral Investment Guarantee Agency Act 1988 ; “Act

1991” means the European Bank for Reconstruction and Development Act 1991 ; “Act

2004” means the Council

Europe Development Bank Act 2004 ; “Agreement” means the Articles

Agreement made on 4 December 1965 establishing the Asian Development Bank, the text

which is set out in the Schedule to this Act, and any amendments to the Agreement which are approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution; “Bank” means the Asian Development Bank established by the Agreement. Approval

terms

Agreement. 2.—

the Agreement are hereby approved.

the approval by Dáil Éireann, pursuant to Article 29.5.2

the Constitution,

an amendment to the Agreement to be published in the Iris Oifigiúil as soon as may be after its approval. Financial and other provisions. 3.—

subscription to the Bank, as and when such payments become appropriate to be made on behalf

the State, shall be made out

the Central Fund or the growing produce thereof.

the State from the Bank shall be placed to the credit

the account

the Exchequer and shall form part

the Central Fund and be available in any manner in which that Fund is available.

Ireland shall act as a depository for the holdings in Euro and other assets

the Bank.

the Bank in accordance with the terms

the Agreement. Amendment

Act

1991. 4.—

the Act

1991 is amended in the definition

“the Agreement”— (a) by inserting “, as amended by resolution adopted on 30 January 2004 by the Board

Governors

the European Bank for Reconstruction and Development” after “on the 29th day

May 1990”, and (b) by inserting “, and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution” after “set out in the Schedule to this Act)”, and the said definition, as so amended, is set out in the Table to this subsection. TABLE “the Agreement” means the Agreement establishing the European Bank for Reconstruction and Development done at Paris on the 29th day

May 1990, as amended by resolution adopted on 30 January 2004 by the Board

Governors

the European Bank for Reconstruction and Development (the text

which, in the English language, is, for convenience

reference, set out in the Schedule to this Act), and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution;

the Act

1991 is amended, with effect from the passing

this Act— (a) by re-numbering that section as subsection

that section, and (b) by inserting after subsection

the approval by Dáil Éireann, pursuant to Article 29.5.2

the Constitution,

an amendment to the Agreement to be published in the Iris Oifigiúil as soon as may be after its approval.”.

1991 is amended by substituting the following Article for Article 1

the Agreement (within the meaning

that Act): “Article 1 Purpose In contributing to economic progress and reconstruction, the purpose

the Bank shall be to foster the transition towards open market oriented economies and to promote private and entrepreneurial initiative in the Central and Eastern European countries committed to and applying the principles

multiparty democracy, pluralism and market economics. The purpose

the Bank may also be carried out in Mongolia subject to the same conditions. Accordingly, any reference in this Agreement and its annexes to ‘Central and Eastern European countries’, ‘countries from central and Eastern Europe’, ‘recipient country (or countries)’ or ‘recipient member country (or countries)’ shall refer to Mongolia as well.”. Amendment

Act

1957. 5.—

the Act

1957 is amended— (a) in the definition

“the Fund Agreement” by inserting “, and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2.

the Constitution” after “set out in Part I

the Schedule to this Act”, and the said definition, as so amended, is set out in the Table to this subsection, and (b) in the definition

“the Bank Agreement” by inserting “, and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution” after “set out in Part II

the Schedule to this Act”, and the said definition, as so amended, is set out in the Table to this subsection. TABLE “the Bank Agreement” means the agreement, for the establishment and operation

an international body to be called the International Bank for Reconstruction and Development, which was drawn up at the United Nations Monetary and Financial Conference held at Bretton Woods in New Hampshire in the United States

America in July, 1944, and

which the text

the Articles is set out in Part II

the Schedule to this Act, and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution; “the Fund Agreement” means the agreement, for the establishment and operation

an international body to be called the International Monetary Fund, which was drawn up at the United Nations Monetary and Financial Conference held at Bretton Woods in New Hampshire in the United States

America in July, 1944, and

which the text

the Articles is set out in Part I

the Schedule to this Act, and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution;

the Act

1957 is amended, with effect from the passing

this Act— (a) by re-numbering that section as subsection

that section, and (b) by inserting the following subsection after subsection

the approval by Dáil Éireann, pursuant to Article 29.5.2

the Constitution,

an amendment to the Agreement to be published in the Iris Oifigiúil as soon as may be after its approval.”. Amendment

Act

1960. 6.—

the Act

1960 is amended in the definition

“the Agreement” by inserting “, and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution” after “set out in the Schedule to this Act”, and the said definition, as so amended, is set out in the Table to this subsection. TABLE “the Agreement” means the agreement, for the establishment and operation

an international body to be called the International Development Association,

which the text

the Articles is set out in the Schedule to this Act, and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution;

the Act

1960 is amended, with effect from the passing

this Act— (a) by re-numbering that section as subsection

that section, and (b) by inserting the following subsection after subsection

the approval by Dáil Éireann, pursuant to Article 29.5.2

the Constitution,

an amendment to the Agreement to be published in the Iris Oifigiúil as soon as may be after its approval.”. Amendment

Act

1988. 7.—

the Act

1988 is amended in the definition

“the Convention” by inserting “, and any amendments to the Convention which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution” after “the Multilateral Investment Guarantee Agency”, and the said definition, as so amended, is set out in the Table to this subsection. TABLE “the Convention” means the Convention (the text

which is set out in the Schedule to this Act) providing for the establishment and operation

the Multilateral Investment Guarantee Agency, and any amendments to the Convention which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution;

the Act

1988 is amended, with effect from the passing

this Act— (a) by re-numbering that section as subsection

that section, and (b) by inserting the following subsection after subsection

the approval by Dáil Éireann, pursuant to Article 29.5.2

the Constitution,

an amendment to the Agreement to be published in the Iris Oifigiúil as soon as may be after its approval.”. Amendment

Act

2004. 8.—

the Act

2004 is amended in the definition

“Agreement” by inserting “, and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2.

the Constitution” after “set out in Schedule 1 to this Act”, and the said definition, as so amended, is set out in the Table to this subsection. TABLE “Agreement” means the Articles

Agreement

the Council

Europe Development Bank, the text

which is set out in Schedule 1 to this Act, and any amendments to the Agreement which are or have been approved by Dáil Éireann pursuant to Article 29.5.2

the Constitution;

the Act

2004 is amended, with effect from the passing

this Act— (a) by re-numbering that section as subsection

that section, and (b) by inserting the following subsection after subsection

the approval by Dáil Éireann, pursuant to Article 29.5.2

the Constitution,

an amendment to the Agreement to be published in the Iris Oifigiúil as soon as may be after its approval.”. Short title. 9.—This Act may be cited as the Development Banks Act 2005. SCHEDULE AGREEMENT ESTABLISHING THE ASIAN DEVELOPMENT BANK NOTES (

1. i)As provided in Article 65, the Agreement came into force on 22 August 1966. (
2. ii)Certain printing errors in the original text deposited with the Secretary-General

the United Nations were formally corrected in a Process-Verbal

Rectification issued by the Secretary-General on 17 November 1967. These corrections have been incorporated in the present publication. (iii) In accordance with Article 66, the Inaugural Meeting was held at Tokyo from 24 to 26 November 1966 and pursuant to Resolution No. 9

the Board

Governors, the Bank commenced operations on 19 December 1966. (

1. iv)With regard to Articles 4 and 5, the authorized capital stock was increased: (
2. a)by $100 million to $1,100 million (Resolution No. 10

the Board

Governors); (b) by $1,650 million to $2,750 million (Resolution No. 46

the Board

Governors); (c) by $40 million to $2,790 million (Resolution No. 55

the Board

Governors); (d) by $137.5 million to $2,927.5 million (Resolution No. 79

the Board

Governors); (e) by $50 million to $2,977.5 million (Resolution No. 80

the Board

Governors); (f) by $70 million to $3,047.5 million (Resolution No. 89

the Board

Governors); (g) by $25.1 million to $3,072.6 million (Resolution No. 100

the Board

Governors); (h) by $4,148 million to $7,220.6 million (Resolution No. 104

the Board

Governors); (i) by $7,547.5 million to $14,768.1 million (Resolution No. 158

the Board

Governors); (j) by $295.2 million to $15,063.3 million (Resolution No. 174

the Board

Governors); (k) by $1,140 million to $16,203.3 million (Resolution No. 176

the Board

Governors); (l) by $621.9 million to $16,825.2 million (Resolution No. 192

the Board

Governors); (m) by $0.5 million to $16,825.7 million (Resolution No. 201

the Board

Governors); (n) by $0.7 million to $16,826.4 million (Resolution No. 202

the Board

Governors); (o) by $60.2 million to $16,886.6 million (Resolution No. 205

the Board

Governors); (p) by $2.7 million to $16,889.3 million (Resolution No. 206

the Board

Governors); (q) by $0.7 million to $16,890.0 million (Resolution No. 212

the Board

Governors); (r) by $0.2 million to $16,890.2 million (Resolution No. 219

the Board

Governors); (s) by $142.7 million to $17,032.9 million (Resolution No. 224

the Board

Governors); (t) by $52.9 million to $17,085.8 million (Resolution No. 225

the Board

Governors); and (u) by $17,705.0 million to $34,790.8 million (Resolution No. 232

the Board

Governors). (v) With regard to Article 30, with effect from the Fourth Annual Meeting

the Board

Governors, the size

the Board

Directors was increased to twelve

the Board

Governors). (vi) The members

the Bank and their subscriptions to the authorized capital stock, as

31 December 1994, are listed in the footnote to Annex A on pages 43 and 44. CONTENTS Chapter Page I PURPOSE, FUNCTIONS AND MEMBERSHIP 10 II CAPITAL 11 III OPERATIONS 14 IV BORROWING AND OTHER MISCELLANEOUS POWERS 21 V CURRENCIES 22 VI ORGANIZATION AND MANAGEMENT 24 VII WITHDRAWAL AND SUSPENSION

MEMBERS, TEMPORARY SUSPENSION AND TERMINATION

OPERATIONS

THE BANK 30 VIII STATUS, IMMUNITIES, EXEMPTIONS AND PRIVILEGES 33 IX AMENDMENTS, INTERPRETATION, ARBITRATION 36 X FINAL PROVISIONS 37 ANNEX A INITIAL SUBSCRIPTIONS TO THE AUTHORIZED CAPITAL STOCK FOR COUNTRIES WHICH MAY BECOME MEMBERS IN ACCORDANCE WITH ARTICLE 64 39 ANNEX B ELECTION

DIRECTORS 42 AGREEMENT ESTABLISHING THE ASIAN DEVELOPMENT BANK THE CONTRACTING PARTIES CONSIDERING the importance

closer economic co-operation as a means for achieving the most efficient utilization

resources and for accelerating the economic development

Asia and the Far East; REALIZING the significance

making additional development financing available for the region by mobilizing such funds and other resources both from within and outside the region, and by seeking to create and foster conditions conducive to increased domestic savings and greater flow

development funds into the region; RECOGNIZING the desirability

promoting the harmonious growth

the economies

the region and the expansion

external trade

member countries; CONVINCED that the establishment

a financial institution that is Asian in its basic character would serve these ends; HAVE AGREED to establish hereby the Asian Development Bank (hereinafter called the “Bank”) which shall operate in accordance with the following: Chapter I PURPOSE, FUNCTIONS AND MEMBERSHIP Article 1 PURPOSE The purpose

the Bank shall be to foster economic growth and co-operation in the region

Asia and the Far East (hereinafter referred to as the “region”) and to contribute to the acceleration

the process

economic development

the developing member countries in the region, collectively and individually. Wherever used in this Agreement, the terms “region

Asia and the Far East” and “region” shall comprise the territories

Asia and the Far East included in the Terms

Reference

the United Nations Economic Commission for Asia and the Far East. Article 2 FUNCTIONS To fulfill its purpose, the Bank shall have the following functions: (i) to promote investment in the region

public and private capital for development purposes; (ii) to utilize the resources at its disposal for financing development

the developing member countries in the region, giving priority to those regional, sub-regional as well as national projects and programmes which will contribute most effectively to the harmonious economic growth

the region as a whole, and having special regard to the needs

the smaller or less developed member countries in the region; (iii) to meet requests from members in the region to assist them in the coordination

their development policies and plans with a view to achieving better utilization

their resources, making their economies more complementary, and promoting the orderly expansion

their foreign trade, in particular, intra-regional trade; (iv) to provide technical assistance for the preparation, financing and execution

development projects and programmes, including the formulation

specific project proposals; (v) to co-operate, in such manner as the Bank may deem appropriate, within the terms

this Agreement, with the United Nations, its organs and subsidiary bodies including, in particular, the Economic Commission for Asia and the Far East, and with public international organizations and other international institutions, as well as national entities whether public or private, which are concerned with the investment

development funds in the region, and to interest such institutions and entities in new opportunities for investment and assistance; and (

1. vi)to undertake such other activities and provide such other services as may advance its purpose. Article 3 MEMBERSHIP 1. Membership in the Bank shall be open to: (
2. i)members and associate members

the United Nations Economic Commission for Asia and the Far East; and (ii) other regional countries and non-regional developed countries which are members

the United Nations or

any

its specialized agencies. 2. Countries eligible for membership under paragraph 1

this Article which do not become members in accordance with Article 64

this Agreement may be admitted, under such terms and conditions as the Bank may determine, to membership in the Bank upon the affirmative vote

two-thirds

the total number

Governors, representing not less than three-fourths

the total voting power

the members. 3. In the case

associate members

the United Nations Economic Commission for Asia and the Far East which are not responsible for the conduct

their international relations, application for membership in the Bank shall be presented by the member

the Bank responsible for the international relations

the applicant and accompanied by an undertaking by such member that, until the applicant itself assumes such responsibility, the member shall be responsible for all obligations that may be incurred by the applicant by reason

admission to membership in the Bank and enjoyment

the benefits

such membership. “Country” as used in this Agreement shall include a territory which is an associate member

the United Nations Economic Commission for Asia and the Far East. Chapter II CAPITAL Article 4 AUTHORIZED CAPITAL 1. The authorized capital stock

the Bank shall be one billion dollars ($1,000,000,000) in terms

United States dollars

the weight and fineness in effect on 31 January 1966. The dollar wherever referred to in this Agreement shall be understood as being a United States dollar

the above value. The authorized capital stock shall be divided into one hundred thousand (100,000) shares having a par value

ten thousand dollars ($10,000) each, which shall be available for subscription only by members in accordance with the provisions

Article 5

this Agreement. 2. The original authorized capital stock shall be divided into paid-in shares and callable shares. Shares having an aggregate par value

five hundred million dollars ($500,000,000) shall be paid-in shares, and shares having an aggregate par value

five hundred million dollars ($500,000,000) shall be callable shares. 3. The authorized capital stock

the Bank may be increased by the Board

Governors, at such time and under such terms and conditions as it may deem advisable, by a vote

two-thirds

the total number

Governors, representing not less than three-fourths

the total voting power

the members. Article 5 SUBSCRIPTION

SHARES 1. Each member shall subscribe to shares

the capital stock

the Bank. Each subscription to the original authorized capital stock shall be for paid-in shares and callable shares in equal parts. The initial number

shares to be subscribed by countries which become members in accordance with Article 64

this Agreement shall be that set forth in Annex A hereof. The initial number

shares to be subscribed by countries which are admitted to membership in accordance with paragraph 2

Article 3

this Agreement shall be determined by the Board

Governors; provided, however, that no such subscription shall be authorized which would have the effect

reducing the percentage

capital stock held by regional members below sixty

the total subscribed capital stock. 2. The Board

Governors shall at intervals

not less than five

the Bank. In case

an increase in the authorized capital stock, each member shall have a reasonable opportunity to subscribe, under such terms and conditions as the Board

Governors shall determine, to a proportion

the increase

stock equivalent to the proportion which its stock theretofore subscribed bears to the total subscribed capital stock immediately prior to such increase; provided, however, that the foregoing provision shall not apply in respect

any increase or portion

an increase in the authorized capital stock intended solely to give effect to determinations

the Board

Governors under paragraphs 1 and 3

this Article. No member shall be obligated to subscribe to any part

an increase

capital stock. 3. The Board

Governors may, at the request

a member, increase the subscription

such member on such terms and conditions as the Board may determine; provided, however, that no such increase in the subscription

any member shall be authorized which would have the effect

reducing the percentage

capital stock held by regional members below sixty

the total subscribed capital stock. The Board

Governors shall pay special regard to the request

any regional member having less than six

the subscribed capital stock to increase its proportionate share thereof. 4. Shares

stock initially subscribed by members shall be issued at par. Other shares shall be issued at par unless the Board

Governors by a vote

a majority

the total number

Governors, representing a majority

the total voting power

the members, decides in special circumstances to issue them on other terms. 5. Shares

stock shall not be pledged or encumbered in any manner whatsoever, and they shall not be transferable except to the Bank in accordance with Chapter VII

this Agreement. 6. The liability

the members on shares shall be limited to the unpaid portion

their issue price. 7. No member shall be liable, by reason

its membership, for obligations

the Bank. Article 6 PAYMENT

SUBSCRIPTIONS 1. Payment

the amount initially subscribed by each Signatory to this Agreement which becomes a member in accordance with Article 64 to the paid-in capital stock

the Bank shall be made in five

twenty

such amount. The first installment shall be paid by each member within thirty

this Agreement, or on or before the date

deposit on its behalf

its instrument

ratification or acceptance in accordance with paragraph 1

Article 64, whichever is later. The second installment shall become due one

this Agreement. The remaining three

each installment for the payment

initial subscriptions to the original paid-in capital stock: (a) Fifty

the member. 3. The Bank shall accept from any member promissory notes or other obligations issued by the Government

the member, or by the depository designated by such member, in lieu

the amount to be paid in the currency

the member pursuant to paragraph 2(b)

this Article, provided such is not required by the Bank for the conduct

its operations. Such notes or obligations shall be non-negotiable, non-interest-bearing, and payable to the Bank at par value upon demand. Subject to the provisions

paragraph 2(ii)

Article 24

, demands upon such notes or obligations payable in convertible currencies shall, over reasonable periods

time, be uniform in percentage on all such notes or obligations. 4. Each payment

a member in its own currency under paragraph 2(b)

this Article shall be in such amount as the Bank, after such consultation with the International Monetary Fund as the Bank may consider necessary and utilizing the par value established with the International Monetary Fund, if any, determines to be equivalent to the full value in terms

dollars

the portion

the subscription being paid. The initial payment shall be in such amount as the member considers appropriate hereunder but shall be subject to such adjustment, to be effected within ninety

the date on which such payment was due, as the Bank shall determine to be necessary to constitute the full dollar equivalent

such payment. 5. Payment

the amount subscribed to the callable capital stock

the Bank shall be subject to call only as and when required by the Bank to meet its obligations incurred under sub-paragraphs (ii) and (iv)

Article 11

on borrowings

funds for inclusion in its ordinary capital resources or on guarantees chargeable to such resources. 6. In the event

the call referred to in paragraph 5

this Article, payment may be made at the option

the member in gold, convertible currency or in the currency required to discharge the obligations

the Bank for the purpose

which the call is made. Calls on unpaid subscriptions shall be uniform in percentage on all callable shares. 7. The Bank shall determine the place for any payment under this Article, provided that, until the inaugural meeting

its Board

Governors, the payment

the first installment referred to in paragraph 1

this Article shall be made to the Secretary-General

the United Nations, as Trustee for the Bank. Article 7 ORDINARY CAPITAL RESOURCES As used in this Agreement, the term “ordinary capital resources”

the Bank shall include the following: (i) authorized capital stock

the Bank, including both paid-in and callable shares, subscribed pursuant to Article 5

this Agreement, except such part thereof as may be set aside into one or more Special Funds in accordance with paragraph 1 (i)

Article 19

this Agreement; (ii) funds raised by borrowings

the Bank by virtue

powers conferred by sub-paragraph (i)

Article 21

this Agreement, to which the commitment to calls provided for in paragraph 5

Article 6

this Agreement is applicable; (iii) funds received in repayment

loans or guarantees made with the resources indicated in (i) and (iii)

this Article; (iv) income derived from loans made from the aforementioned funds or from guarantees to which the commitment to calls set forth in paragraph 5

Article 6

this Agreement is applicable; and (v) any other funds or income received by the Bank which do not form part

its Special Funds resources referred to in Article 20

this Agreement. Chapter III OPERATIONS Article 8 USE

RESOURCES The resources and facilities

the Bank shall be used exclusively to implement the purpose and functions set forth respectively in Articles 1 and 2

this Agreement. Article 9 ORDINARY AND SPECIAL OPERATIONS 1. The operations

the Bank shall consist

ordinary operations and special operations. 2. Ordinary operations shall be those financed from the ordinary capital resources

the Bank. 3. Special operations shall be those financed from the Special Funds resources referred to in Article 20

this Agreement. Article 10 SEPARATION

OPERATIONS 1. The ordinary capital resources and the Special Funds resources

the Bank shall at all times and in all respects be held, used, committed, invested or otherwise disposed

entirely separate from each other. The financial statements

the Bank shall show the ordinary operations and special operations separately. 2. The ordinary capital resources

the Bank shall under no circumstances be charged with, or used to discharge, losses or liabilities arising out

special operations or other activities for which Special Funds resources were originally used or committed. 3. Expenses appertaining directly to ordinary operations shall be charged to the ordinary capital resources

the Bank. Expenses appertaining directly to special operations shall be charged to the Special Funds resources. Any other expenses shall be charged as the Bank shall determine. Article 11 RECIPIENTS AND METHODS

OPERATION Subject to the conditions stipulated in this Agreement, the Bank may provide or facilitate financing to any member, or any agency, instrumentality or political subdivision thereof, or any entity or enterprise operating in the territory

a member, as well as to international or regional agencies or entities concerned with economic development

the region. The Bank may carry out its operations in any

the following ways: (i) by making or participating in direct loans with its unimpaired paid-in capital and, except as provided in Article 17

this Agreement, with its reserves and undistributed surplus; or with the unimpaired Special Funds resources; (ii) by making or participating in direct loans with funds raised by the Bank in capital markets or borrowed or otherwise acquired by the Bank for inclusion in its ordinary capital resources; (iii) by investment

funds referred to in (i) and (ii)

this Article in the equity capital

an institution or enterprise, provided no such investment shall be made until after the Board

Governors, by a vote

a majority

the total number

Governors, representing a majority

the total voting power

the members, shall have determined that the Bank is in a position to commence such type

operations; or (iv) by guaranteeing, whether as primary or secondary obligor, in whole or in part, loans for economic development participated in by the Bank. Article 12 LIMITATIONS ON ORDINARY OPERATIONS 1. The total amount outstanding

loans, equity investments and guarantees made by the Bank in its ordinary operations shall not at any time exceed the total amount

its unimpaired subscribed capital, reserves and surplus included in its ordinary capital resources, exclusive

the special reserve provided for by Article 17

this Agreement and other reserves not available for ordinary operations. 2. In the case

loans made with funds borrowed by the Bank to which the commitment to calls provided for by paragraph 5

Article 6

this Agreement is applicable, the total amount

principal outstanding and payable to the Bank in a specific currency shall not at any time exceed the total amount

the principal

outstanding borrowings by the Bank that are payable in the same currency. 3. In the case

funds invested in equity capital out

the ordinary capital resources

the Bank, the total amount invested shall not exceed ten

the aggregate amount

the unimpaired paid-in capital stock

the Bank actually paid up at any given time together with the reserves and surplus included in its ordinary capital resources, exclusive

the special reserve provided for in Article 17

this Agreement. 4. The amount

any equity investment shall not exceed such percentage

the equity capital

the entity or enterprise concerned as the Board

Directors shall in each specific case determine to be appropriate. The Bank shall not seek to obtain by such an investment a controlling interest in the entity or enterprise concerned, except where necessary to safeguard the investment

the Bank. Article 13 PROVISION

CURRENCIES FOR DIRECT LOANS In making direct loans or participating in them, the Bank may provide financing in any

the following ways: (i) by furnishing the borrower with currencies other than the currency

the member in whose territory the project concerned is to be carried out (the latter currency hereinafter to be called “local currency”), which are necessary to meet the foreign exchange costs

such project; or (ii) by providing financing to meet local expenditures on the project concerned, where it can do so by supplying local currency without selling any

its holdings in gold or convertible currencies. In special cases when, in the opinion

the Bank, the project causes or is likely to cause undue loss or strain on the balance

payments

the member in whose territory the project is to be carried out, the financing granted by the Bank to meet local expenditures may be provided in currencies other than that

such member; in such cases, the amount

the financing granted by the Bank for this purpose shall not exceed a reasonable portion

the total local expenditure incurred by the borrower. Article 14 OPERATING PRINCIPLES The operations

the Bank shall be conducted in accordance with the following principles: (i) The operations

the Bank shall provide principally for the financing

specific projects, including those forming part

a national, sub-regional or regional development programme. They may, however, include loans to, or guarantees

loans made to, national development banks or other suitable entities, in order that the latter may finance specific development projects whose individual financing requirements are not, in the opinion

the Bank, large enough to warrant the direct supervision

the Bank; (ii) In selecting suitable projects, the Bank shall always be guided by the provisions

subparagraph (ii)

Article 2

this Agreement; (iii) The Bank shall not finance any undertaking in the territory

a member if that member objects to such financing; (iv) Before a loan is granted, the applicant shall have submitted an adequate loan proposal and the President

the Bank shall have presented to the Board

Directors a written report regarding the proposal, together with his recommendations, on the basis

a staff study; (v) In considering an application for a loan or guarantee, the Bank shall pay due regard to the ability

the borrower to obtain financing or facilities elsewhere on terms and conditions that the Bank considers reasonable for the recipient, taking into account all pertinent factors; (vi) In making or guaranteeing a loan, the Bank shall pay due regard to the prospects that the borrower and its guarantor, if any, will be in a position to meet their obligations under the loan contract; (vii) In making or guaranteeing a loan, the rate

interest, other charges and the schedule for repayment

principal shall be such: as are, in the opinion

the Bank, appropriate for the loan concerned; (viii) In guaranteeing a loan made by other investors, or in under-writing the sale

securities, the Bank shall receive suitable compensation for its risk; (ix) The proceeds

any loan, investment or other financing undertaken in the ordinary operations

the Bank or with Special Funds established by the Bank pursuant to paragraph 1(i)

Article 19

, shall be used only for procurement in member countries

goods and services produced in member countries, except in any case in which the Board

Directors by a vote

the Directors representing not less than two-thirds

the total voting power

the members, determines to permit procurement in a non-member country or

goods and services produced in a non-member country in special circumstances making such procurement appropriate, as in the case

a non-member country in which a significant amount

financing has been provided to the Bank; (x) In the case

a direct loan made by the Bank, the borrower shall be permitted by the Bank to draw its funds only to meet expenditures in connection with the project as they are actually incurred; (xi) The Bank shall take the necessary measures to ensure that the proceeds

any loan made, guaranteed or participated in by the Bank are used only for the purposes for which the loan was granted and with due attention to considerations

economy and efficiency; (xii) The Bank shall pay due regard to the desirability

avoiding a disproportionate amount

its resources being used for the benefit

any member; (xiii) The Bank shall seek to maintain reasonable diversification in its investments in equity capital; it shall not assume responsibility for managing any entity or enterprise in which it has an investment, except where necessary to safeguard its investments; and (xiv) The Bank shall be guided by sound banking principles in its operations. Article 15 TERMS AND CONDITIONS FOR DIRECT LOANS AND GUARANTEES 1. In the case

direct loans made or participated in or loans guaranteed by the Bank, the contract shall establish, in conformity with the operating principles set forth in Article 14

this Agreement and subject to the other provisions

this Agreement, the terms and conditions for the loan or the guarantee concerned, including those relating to payment

principal, interest and other charges, maturities, and dates

payment in respect

the loan, or the fees and other charges in respect

the guarantee, respectively. In particular, the contract shall provide that, subject to paragraph 3

this Article, all payments to the Bank under the contract shall be made in the currency loaned, unless, in the case

a direct loan made or a loan guaranteed as part

special operations with funds provided under paragraph 1(ii)

Article 19

, the rules and regulations

the Bank provide otherwise. Guarantees by the Bank shall also provide that the Bank may terminate its liability with respect to interest if, upon default by the borrower and the guarantor, if any, the Bank

fers to purchase, at par and interest accrued to a date designated in the

fer, the bonds or other obligations guaranteed. 2. Where the recipient

loans or guarantees

loans is not itself a member, the Bank may, when it deems it advisable, require that the member in whose territory the project concerned is to be carried out, or a public agency or any instrumentality

that member acceptable to the Bank, guarantee the repayment

the principal and the payment

interest and other charges on the loan in accordance with the terms thereof. 3. The loan or guarantee contract shall expressly state the currency in which all payments to the Bank thereunder shall be made. At the option

the borrower, however, such payments may always be made in gold or convertible currency. Article 16 COMMISSION AND FEES 1. The Bank shall charge, in addition to interest, a commission on direct loans made or participated in as part

its ordinary operations. This commission, payable periodically, shall be computed on the amount outstanding on each loan or participation and shall be at the rate

not less than one

its operations, decides to reduce this minimum rate by a two-thirds majority

its members, representing not less than three-fourths

the total voting power

the members. 2. In guaranteeing a loan as part

its ordinary operations, the Bank shall charge a guarantee fee, at a rate determined by the Board

Directors, payable periodically on the amount

the loan outstanding. 3. Other charges

the Bank in its ordinary operations and any commission, fees or other charges in its special operations shall be determined by the Board

Directors. Article 17 SPECIAL RESERVE The amount

commissions and guarantee fees received by the Bank pursuant to Article 16

this Agreement shall be set aside as a special reserve which shall be kept for meeting liabilities

the Bank in accordance with Article 18

this Agreement. The special reserve shall be held in such liquid form as the Board

Directors may decide. Article 18 METHODS

MEETING LIABILITIES

THE BANK 1. In cases

default on loans made, participated in or guaranteed by the Bank in its ordinary operations, the Bank shall take such action as it deems appropriate with respect to modifying the terms

the loan, other than the currency

repayment. 2. The payments in discharge

the Bank's liabilities on borrowings or guarantees under sub-paragraphs (ii) and (iv)

Article 11

chargeable to the ordinary capital resources shall be charged: (

1. i)First, against the special reserve provided for in Article 17; (
2. ii)Then, to the extent necessary and at the discretion

the Bank, against the other reserves, surplus and capital available to the Bank. 3. Whenever necessary to meet contractual payments

interest, other charges or amortization on borrowings

the Bank in its ordinary operations, or to meet its liabilities with respect to similar payments in respect

loans guaranteed by it, chargeable to its ordinary capital resources, the Bank may call an appropriate amount

the uncalled subscribed callable capital in accordance with paragraphs 6 and 7

Article 6

this Agreement; 4. In cases

default in respect

a loan made from borrowed funds or guaranteed by the Bank as part

its ordinary operations, the Bank may, if it believes that the default may be

long duration, call an additional amount

such callable capital not to exceed in any one

the total subscriptions

the members to such capital, for the following purposes: (i) To redeem before maturity, or otherwise discharge, the Bank's liability on all or part

the outstanding principal

any loan guaranteed by it in respect

which the debtor is in default; and (ii) To repurchase, or otherwise discharge, the Bank's liability on all or part

its own outstanding borrowing. 5. If the Bank's subscribed callable capital stock shall be entirely called pursuant to paragraphs 3 and 4

this Article, the Bank may, if necessary for the purposes specified in paragraph 3

this Article, use or exchange the currency

any member without restriction, including any restriction imposed pursuant to paragraphs 2 (i) and (ii)

Article 24. Article 19 SPECIAL FUNDS 1.

The Bank may: (i) set aside, by a vote

two-thirds

the total number

Governors, representing at least three-fourths

the total voting power

the members, not more than ten

the portion

the unimpaired paid-in capital

the Bank paid by members pursuant to paragraph 2(a)

Article 6

and

the portion thereof paid pursuant to paragraph 2(b)

Article 6

, and establish there with one or more Special Funds; and (ii) accept the administration

Special Funds which are designed to serve the purpose and come within the functions

the Bank. 2. Special Funds established by the Bank pursuant to paragraph 1(i)

this Article may be used to guarantee or make loans

high developmental priority, with longer maturities, longer deferred commencement

repayment and lower interest rates than those established by the Bank for its ordinary operations. Such Funds may also be used on such other terms and conditions, not inconsistent with the applicable provisions

this Agreement nor with the character

such Funds as revolving funds, as the Bank in establishing such Funds may direct. 3. Special Funds accepted by the Bank under paragraph 1(ii)

this Article may be used in any manner and on any terms and conditions not inconsistent with the purpose

the Bank and with the agreement relating to such Funds. 4. The Bank shall adopt such special rules and regulations as may be required for the establishment, administration and use

each Special Fund. Such rules and regulations shall be consistent with the provisions

this Agreement, excepting those provisions expressly applicable only to ordinary operations

the Bank. Article 20 SPECIAL FUNDS RESOURCES As used in this Agreement, the term “Special Funds resources” shall refer to the resources

any Special Fund and shall include: (

1. a)resources set aside from the paid-in capital to a Special Fund or otherwise initially contributed to any Special Fund; (
2. b)funds accepted by the Bank for inclusion in any Special Fund; (
3. c)funds repaid in respect

loans or guarantees financed from the resources

any Special Fund which, under the rules and regulations

the Bank governing that Special Fund, are received by such Special Fund; (d) income derived from operations

the Bank in which any

the aforementioned resources or funds are used or committed if, under the rules and regulations

the Bank governing the Special Fund concerned, that income accrues to such Special Fund; and (e) any other resources placed at the disposal

any Special Fund. Chapter IV BORROWING AND OTHER MISCELLANEOUS POWERS Article 21 GENERAL POWERS In addition to the powers specified elsewhere in this Agreement, the Bank shall have the power to: (

1. i)borrow funds in member countries or elsewhere, and in this connection to furnish such collateral or other security therefore as the Bank shall determine, provided always that: (
2. a)before making a sale

its obligations in the territory

a country, the Bank shall have obtained its approval; (b) where the obligations

the Bank are to be denominated in the currency

a member, the bank shall have obtained its approval; (c) the Bank shall obtain the approval

the countries referred to in sub-paragraphs (a) and (b)

this paragraph that the proceeds may be exchanged for the currency

any member without restriction; and (d) before determining to sell its obligations in a particular country, the Bank shall consider the amount

previous borrowing, if any, in that country, the amount

previous borrowing in other countries, and the possible availability

funds in such other countries; and shall give due regard to the general principle that its borrowings should to the greatest extent possible be diversified as to country

borrowing; (ii) buy and sell securities the Bank has issued or guaranteed or in which it has invested, provided always that it shall have obtained the approval

any country in whose territory the securities are to be bought or sold; (iii) guarantee securities in which it has invested in order to facilitate their sale; (iv) underwrite, or participate in the underwriting

, securities issued by any entity or enterprise for purposes consistent with the purpose

the Bank; (v) invest funds, not needed in its operations, in the territories

members in such obligations

members or nationals thereof as it may determine, and invest funds held by the Bank for pensions or similar purposes in the territories

members in marketable securities issued by members or nationals thereof; (vi) provide technical advice and assistance which serve its purpose and come within its functions, and where expenditures incurred in furnishing such services are not reimbursable, charge the net income

the Bank therewith; in the first five

its operations, the Bank may use up to two

its paid-in capital for furnishing such services on a non-reimbursable basis; and (vii) exercise such other powers and establish such rules and regulations as may be necessary or appropriate in furtherance

its purpose and functions, consistent with the provisions

this Agreement. Article 22 NOTICE TO BE PLACED ON SECURITIES Every security issued or guaranteed by the Bank shall bear on its face a conspicuous statement to the effect that it is not an obligation

any Government, unless it is in fact the obligation

a particular Government, in which case it shall so state. Chapter V CURRENCIES Article 23 DETERMINATION

CONVERTIBILITY Whenever it shall become necessary under this Agreement to determine whether any currency is convertible, such determination shall be made by the Bank after consultation with the International Monetary Fund. Article 24 USE

CURRENCIES 1. Members may not maintain or impose any restrictions on the holding or use by the Bank or by any recipient from the Bank, for payments in any country,

the following: (i) gold or convertible currencies received by the Bank in payment

subscriptions to its capital stock, other than that paid to the Bank by members pursuant to paragraph 2(b)

Article 6

and restricted pursuant to paragraphs 2(i) and (ii)

this Article; (ii) currencies

members purchased with the gold or convertible currencies referred to in the preceding sub-paragraph; (iii) currencies obtained by the Bank by borrowing, pursuant to sub-paragraph (i)

Article 21

this Agreement, for inclusion in its ordinary capital resources; (iv) gold or currencies received by the Bank in payment on account

principal, interest, dividends or other charges in respect

loans or investments made out

any

the funds referred to in sub-paragraphs (i) to (iii)

this paragraph or in payment

fees in respect

guarantees made by the Bank; and (v) currencies, other than the member's own currency, received by the member from the Bank in distribution

the net income

the Bank in accordance with Article 40

this agreement. 2. Members may not maintain or impose any restriction on the holding or use by the Bank or by any recipient from the Bank, for payments in any country,

currency

a member received by the Bank which does not come within the provisions

the preceding paragraph, unless: (i) a developing member country, after consultation with and subject to periodic review by the Bank, restricts in whole or in part the use

such currency to payments for goods or services produced and intended for use in its territory; or (ii) any other member whose subscription has been determined in Part A

Annex A hereof and whose exports

industrial products do not represent a substantial proportion

its total exports, deposits with its instrument

ratification or acceptance a declaration that it desires the use

the portion

its subscription paid pursuant to paragraph 2(b)

Article 6

to be restricted, in whole or in part, to payments for goods or services produced in its territory; provided that such restrictions be subject to periodic review by and consultation with the Bank and that any purchases

goods or services in the territory

that member, subject to the usual consideration

competitive tendering, shall be first charged against the portion

its subscription paid pursuant to paragraph 2(b)

Article 6

; or (iii) such currency forms part

the Special Funds resources

the Bank available under paragraph 1(ii)

Article 19and its use is subject to special rules and regulations.

3. Members may not maintain or impose any restrictions on the holding or use by the Bank, for making amortization payments or anticipatory payments or for repurchasing in whole or in part the Bank's own obligations,

currencies received by the Bank in repayment

direct loans made out

its ordinary capital resources, provided, however, that until the Bank's subscribed callable capital stock has been entirely called, such holding or use shall be subject to any limitations imposed pursuant to paragraph 2(i)

this Article except in respect

obligations payable in the currency

the member concerned. 4. Gold or currencies held by the Bank shall not be used by the Bank to purchase other currencies

members or non-members except: (i) in order to meet its obligations in the ordinary course

its business; or (ii) pursuant to a decision

the Board

Directors adopted by a vote

the Directors representing not less than two-thirds

the total voting power

the members. 5. Nothing herein contained shall prevent the Bank from using the currency

any member for administrative expenses incurred by the Bank in the territory

such member. Article 25 MAINTENANCE

VALUE

THE CURRENCY HOLDINGS

THE BANK 1. Whenever (a) the par value in the International Monetary Fund

the currency

a member is reduced in terms

the dollar defined in Article 4

this Agreement, or (b) in the opinion

the Bank, after consultation with the International Monetary Fund, the foreign exchange value

a member's currency has depreciated to a significant extent, that member shall pay to the Bank within a reasonable time an additional amount

its currency required to maintain the value

all such currency held by the Bank, excepting (

1. a)currency derived by the Bank from its borrowings and (
2. b)unless otherwise provided in the agreement establishing such Funds, Special Funds resources accepted by the Bank under paragraph 1(ii)

Article 19. 2.

Whenever (a) the par value in the International Monetary Fund

the currency

a member is increased in terms

the said dollar, or (b) in the opinion

the Bank, after consultation with the International Monetary Fund, the foreign exchange value

a member's currency has appreciated to a significant extent, the Bank shall pay to that member within a reasonable time an amount

that currency required to adjust the value

all such currency held by the Bank excepting (

1. a)currency derived by the Bank from its borrowings, and (
2. b)unless otherwise provided in the agreement establishing such Funds, Special Funds resources accepted by the Bank under paragraph 1(ii)

Article 19. 3.

The Bank may waive the provisions

this Article when a uniform proportionate change in the par value

the currencies

all its members takes place. Chapter VI ORGANIZATION AND MANAGEMENT Article 26 STRUCTURE The Bank shall have a Board

Governors, a Board

Directors, a President, one or more Vice-Presidents and such other

ficers and staff as may be considered necessary. Article 27 BOARD

GOVERNORS: COMPOSITION 1. Each member shall be represented on the Board

Governors and shall appoint one Governor and one alternate. Each Governor and alternate shall serve at the pleasure

the appointing member. No alternate may vote except in the absence

his principal. At its annual meeting, the Board shall designate one

the Governors as Chairman who shall hold

fice until the election

the next Chairman and the next annual meeting

the Board. 2. Governors and alternates shall serve as such without remuneration from the Bank, but the Bank may pay them reasonable expenses incurred in attending meetings. Article 28 BOARD

GOVERNORS: POWERS 1. All the powers

the Bank shall be vested in the Board

Governors. 2. The Board

Governors may delegate to the Board

Directors any or all its powers, except the power to: (i) admit new members and determine the conditions

their admission; (ii) increase or decrease the authorized capital stock

the Bank; (iii) suspend a member; (iv) decide appeals from interpretations or applications

this Agreement given by the Board

Directors; (v) authorize the conclusion

general agreements for co-operation with other international organizations; (vi) elect the Directors and the President

the Bank; (vii) determine the remuneration

the Directors and their alternates and the salary and other terms

the contract

service

the President; (viii) approve, after reviewing the auditor's report, the general balance sheet and the statement

profit and loss

the Bank; (ix) determine the reserves and the distribution

the net profits

the Bank; (

1. x)amend this Agreement; (
2. xi)decide to terminate the operations

the Bank and to distribute its assets; and (xii) exercise such other powers as are expressly assigned to the Board

Governors in this Agreement. 3. The Board

Governors shall retain full power to exercise authority over any matter delegated to the Board

Directors under paragraph 2

this Article. 4. For the purposes

this Agreement, the Board

Governors may, by a vote

two-thirds

the total number

Governors, representing not less than three-fourths

the total voting power

the members, from time to time determine which countries or members

the Bank are to be regarded as developed or developing countries or members, taking into account appropriate economic considerations. Article 29 BOARD

GOVERNORS: PROCEDURE 1. The Board

Governors shall hold an annual meeting and such other meetings as may be provided for by the Board or called by the Board

Directors. Meetings

the Board

Governors shall be called, by the Board

Directors, whenever requested by five

the Bank. 2. A majority

the Governors shall constitute a quorum for any meeting

the Board

Governors, provided such majority represents not less than two-thirds

the total voting power

the members. 3. The Board

Governors may by regulation establish a procedure whereby the Board

Directors may, when the latter deems such action advisable, obtain a vote

the Governors on a specific question without calling a meeting

the Board

Governors. 4. The Board

Governors, and the Board

Directors to the extent authorized, may establish such subsidiary bodies as may be necessary or appropriate to conduct the business

the Bank. Article 30 BOARD

DIRECTORS: COMPOSITION 1. (i) The Board

Directors shall be composed

ten

the Board

Governors, and

whom: (a) seven

high competence in economic and financial matters and shall be elected in accordance with Annex B thereof. (ii) At the Second Annual Meeting

the Board

Governors after its inaugural meeting, the Board

Governors shall review the size and composition

the Board

Directors, and shall increase the number

Directors as appropriate, paying special regard to the desirability, in the circumstances at that time,

increasing representation in the Board

Directors

smaller less developed member countries. Decisions under this paragraph should be made by a vote

a majority

the total number

Governors, representing not less than two-thirds

the total voting power

the members. 2. Each Director shall appoint an alternate with full power to act for him when he is not present. Directors and alternates shall be nationals

member countries. No two or more Directors may be

the same nationality nor may any two or more alternates be

the same nationality. An alternate may participate in meetings

the Board but may vote only when he is acting in place

his principal. 3. Directors shall hold

fice for a term

two

fice until their successors shall have been chosen and qualified. If the

fice

a Director becomes vacant more than one hundred and eighty

his term, a successor shall be chosen in accordance with Annex B hereof, for the remainder

the term, by the Governors who elected the former Director. A majority

the votes cast by such Governors shall be required for such election. If the

fice

a Director becomes vacant one hundred and eighty

his term, a successor may similarly be chosen for the remainder

the term, by the Governors who elected the former Director, in which election a majority

the votes cast by such Governors shall be required. While the

fice remains vacant, the alternate

the former Director shall exercise the powers

the latter, except that

appointing an alternate. Article 31 BOARD

DIRECTORS: POWERS The Board

Directors shall be responsible for the direction

the general operations

the Bank and, for this purpose, shall, in addition to the powers assigned to it expressly by this Agreement, exercise all the powers delegated to it by the Board

Governors, and in particular: (i) prepare the work

the Board

Governors; (ii) in conformity with the general directions

the Board

Governors, take decisions concerning loans, guarantees, investments in equity capital, borrowing by the Bank, furnishing

technical assistance and other operations

the Bank; (iii) submit the accounts for each financial year for approval

the Board

Governors at each annual meeting; and (iv) approve the budget

the Bank. Article 32 BOARD

DIRECTORS: PROCEDURE 1. The Board

Directors shall normally function at the principal

fice

the Bank and shall meet as

ten as the business

the Bank may require. 2. A majority

the Directors shall constitute a quorum for any meeting

the Board

Directors, provided such majority represents not less than two-thirds

the total voting power

the members. 3. The Board

Governors shall adopt Regulations under which, if there is no Director

its nationality, a member may send a representative to attend, without right to vote, any meeting

the Board

Directors when a matter particularly affecting that member is under consideration. Article 33 VOTING 1. The total voting power

each member shall consist

the sum

its basic votes and proportional votes. (i) The basic votes

each member shall consist

such number

votes as results from the equal distribution among all the members

twenty

the aggregate sum

the basic votes and proportional votes

all the members. (ii) The number

the proportional votes

each member shall be equal to the number

shares

the capital stock

the Bank held by that member. 2. In voting in the Board

Governors, each Governor shall be entitled to cast the votes

the member he represents. Except as otherwise expressly provided in this Agreement, all matters before the Board

Governors shall be decided by a majority

the voting power represented at the meeting. 3. In voting in the Board

Directors, each Director shall be entitled to cast the number

votes that counted towards his election which votes need not be cast as a unit. Except as otherwise expressly provided in this Agreement, all matters before the Board

Directors shall be decided by a majority

the voting power represented at the meeting. Article 34 THE PRESIDENT 1. The Board

Governors, by a vote

a majority

the total number

Governors, representing not less than a majority

the total voting power

the members, shall elect a president

the Bank. He shall be a national

a regional member country. The President, while holding

fice, shall not be a Governor or a Director or an alternate for either. 2. The term

fice

the President shall be five

fice when the Board

Governors so decides by a vote

two-thirds

the total number

Governors, representing not less than two-thirds

the total voting power

the members. If the

fice

the President for any reason becomes vacant more than one hundred and eighty

his term, a successor shall be elected for the unexpired portion

such term by the Board

Governors in accordance with the provisions

paragraph 1

this Article. If such

fice for any reason becomes vacant one hundred and eighty

his term, a successor may similarly be elected for the unexpired portion

such term by the Board

Governors. 3. The President shall be Chairman

the Board

Directors but shall have no vote, except a deciding vote in case

an equal division. He may participate in meetings

the Board

Governors but shall not vote. 4. The President shall be the legal representative

the Bank. 5. The President shall be chief

the staff

the Bank and shall conduct, under the direction

the Board

Directors, the current business

the Bank. He shall be responsible for the organization, appointment and dismissal

the

ficers and staff in accordance with regulations adopted by the Board

Directors. 6. In appointing the

ficers and staff, the President shall, subject to the paramount importance

securing the highest standards

efficiency and technical competence, pay due regard to the recruitment

personnel on as wide a regional geographical basis as possible. Article 35 VICE-PRESIDENT(S) 1. One or more Vice-Presidents shall be appointed by the Board

Directors on the recommendation

the President. Vice-President(s) shall hold

fice for such term, exercise such authority and perform such functions in the administration

the Bank, as may be determined by the Board

Directors. In the absence or incapacity

the President, the Vice-President or, if there be more than one, the ranking Vice-President, shall exercise the authority and perform the functions

the President. 2. Vice-President(s) may participate in meetings

the Board

Directors but shall have no vote at such meetings, except that the Vice-President or ranking Vice-President, as the case may be, shall cast the deciding vote when acting in place

the President. Article 36 PROHIBITION

POLITICAL ACTIVITY: THE INTERNATIONAL CHARACTER

THE BANK

1. The Bank shall not accept loans or assistance that may in any way prejudice, limit, deflect or otherwise alter its purpose or functions.
2. The Bank, its President, Vice-President(s),

ficers and staff shall not interfere in the political affairs

any member, nor shall they be influenced in their decisions by the political character

the member concerned. Only economic considerations shall be relevant to their decisions. Such considerations shall be weighed impartially in order to achieve and carry out the purpose and functions

the Bank. 3. The President, Vice-President(s),

ficers and staff

the Bank, in the discharge

their

fices, owe their duty entirely to the Bank and to no other authority. Each member

the Bank shall respect the international character

this duty and shall refrain from all attempts to influence any

them in the discharge

their duties. Article 37

FICE

THE BANK 1. The principal

fice

the Bank shall be located in Manila, Philippines. 2. The Bank may establish agencies or branch

fices elsewhere. Article 38 CHANNEL

COMMUNICATIONS, DEPOSITORIES 1. Each member shall designate an appropriate

ficial entity with which the Bank may communicate in connection with any matter arising under this Agreement. 2. Each member shall designate its central bank, or such other agency as may be agreed upon with the Bank, as a depository with which the Bank may keep its holdings

currency

that member as well as other assets

the Bank. Article 39 WORKING LANGUAGE, REPORTS 1. The working language

the Bank shall be English. 2. The Bank shall transmit to its members an Annual Report containing an audited statement

its accounts and shall publish such Report. It shall also transmit quarterly to its members a summary statement

its financial position and a profit and loss statement showing the results

its operations. 3. The Bank may also publish such other reports as it deems desirable in the carrying out

its purpose and functions. Such reports shall be transmitted to the members

the Bank. Article 40 ALLOCATION

NET INCOME 1. The Board

Governors shall determine annually what part

the net income

the Bank, including the net income accruing to Special Funds, shall be allocated, after making provision for reserves, to surplus and what part, if any, shall be distributed to the members. 2. The distribution referred to in the preceding paragraph shall be made in proportion to the number

shares held by each member. 3. Payments shall be made in such manner and in such currency as the Board

Governors shall determine. Chapter VII WITHDRAWAL AND SUSPENSION

MEMBERS, TEMPORARY SUSPENSION AND TERMINATION

OPERATIONS

THE BANK Article 41 WITHDRAWAL 1. Any member may withdraw from the Bank at any time by delivering a notice in writing to the Bank at its principal

fice. 2. Withdrawal by a member shall become effective, and its membership shall cease, on the date specified in its notice but in no event less than six

the cancellation

its notice

intention to withdraw. 3. A withdrawing member shall remain liable for all direct and contingent obligations to the Bank to which it was subject at the date

delivery

the withdrawal notice. If the withdrawal becomes finally effective, the member shall not incur any liability for obligations resulting from operations

the Bank effected after the date on which the withdrawal notice was received by the Bank. Article 42 SUSPENSION

MEMBERSHIP 1. If a member fails to fulfill any

its obligation to the Bank, the Board

Governors may suspend such member by a vote

two-thirds

the total number

Governors, representing not less than three-fourths

the total voting power

the members. 2. The member so suspended shall automatically cease to be a member

the Bank one

its suspension unless the Board

Governors, during the one-year period, decides by the same majority necessary for suspension to restore the member to good standing. 3. While under suspension, a member shall not be entitled to exercise any rights under this Agreement, except the right

withdrawal, but shall remain subject to all its obligations. Article 43 SETTLEMENT

ACCOUNTS 1. After the date on which a country ceases to be a member, it shall remain liable for its direct obligations to the Bank and for its contingent liabilities to the Bank so long as any part

the loans or guarantees contracted before it ceased to be a member is outstanding, but it shall not incur liabilities with respect to loans and guarantees entered into thereafter by the Bank nor share either in the income or the expenses

the Bank. 2. At the time a country ceases to be a member, the Bank shall arrange for the repurchase

such country's shares by the Bank as a part

the settlement

accounts with such country in accordance with the provisions

paragraphs 3 and 4

this Article. For this purpose, the repurchase price

the shares shall be the value shown by the books

the Bank on the date the country ceases to be a member. 3. The payment for shares repurchased by the Bank under this Article shall be governed by the following conditions: (i) Any amount due to the country concerned for its shares shall be withheld so long as that country, its central bank or any

its agencies, instrumentalities or political subdivisions remains liable, as borrower or guarantor, to the Bank and such amount may, at the option

the Bank, be applied on any such liability as it matures. No amount shall be withheld on account

the contingent liability

the country for future calls on its subscription for shares in accordance with paragraph 5

Article 6

this Agreement. In any event, no amount due to a member for its shares shall be paid until six

the corresponding stock certificates by the country concerned, to the extent by which the amount due as the repurchase price in accordance with paragraph 2

this Article exceeds the aggregate amount

liabilities, on loans and guarantees referred to in sub-paragraph (i)

this paragraph, until the former member has received the full repurchase price. (iii) Payments shall be made in such available currencies as the Bank determines, taking into account its financial position. (iv) If losses are sustained by the Bank on any guarantees or loans which were outstanding on the date when a country ceased to be a member and the amount

such losses exceeds the amount

the reserve provided against losses on that date, the country concerned shall repay, upon demand, the amount by which the repurchase price

its shares would have been reduced if the losses had been taken into account when the repurchase price was determined. In addition, the former member shall remain liable on any call for unpaid subscriptions in accordance with paragraph 5 to Article 6

this Agreement, to the same extent that it would have been required to respond if the impairment

capital had occurred and the call had been made at the time the repurchase price

its shares was determined. 4. If the Bank terminates its operations pursuant to Article 45

this Agreement within six

the date upon which any country ceases to be a member, all rights

the country concerned shall be determined in accordance with the provisions

Articles 45 to 47

this Agreement. Such country shall be considered as still a member for purposes

such Articles but shall have no voting rights. Article 44 TEMPORARY SUSPENSION

OPERATIONS In an emergency, the Board

Directors may temporarily suspend operations in respect

new loans and guarantees, pending an opportunity for further consideration and action by the Board

Governors. Article 45 TERMINATION

OPERATIONS 1. The Bank may terminate its operations by a resolution

the Board

Governors approved by a vote

two-thirds

the total number

Governors, representing not less than three-fourths

the total voting power

the members. 2. After such termination, the Bank shall forthwith cease all activities, except those incident to the orderly realization, conservation and preservation

its assets and settlement

its obligations. Article 46 LIABILITY

MEMBERS AND PAYMENT

CLAIMS 1. In the event

termination

the operation

the Bank, the liability

all members for uncalled subscriptions to the capital stock

the Bank and in respect

the depreciation

their currencies shall continue until all claims

creditors, including all contingent claims shall have been discharged. 2. All creditors holding direct claims shall first be paid out

the assets

the Bank and then out

payments to the Bank or unpaid or callable subscriptions. Before making any payments to creditors holding direct claims, the Board

Directors shall make such arrangements as are necessary, in its judgment, to ensure a pro rata distribution among holders

direct and contingent claims. Article 47 DISTRIBUTION

ASSETS 1. No distribution

assets shall be made to members on account

their subscriptions to the capital stock

the Bank until all liabilities to creditors have been discharged or provided for. Moreover, such distribution must be approved by the Board

Governors by a vote

two-thirds

the total number

Governors, representing not less than three-fourths

the total voting power

the members. 2. Any distribution

the assets

the Bank to the members shall be in proportion to the capital stock held by each member and shall be effected at such times and under such conditions as the Bank shall deem fair and equitable. The shares

assets distributed need not be uniform as to type

asset. No member shall be entitled to receive its share in such a distribution

assets until it has settled all

its obligations to the Bank. 3. Any member receiving assets distributed pursuant to this Article shall enjoy the same rights with respect to such assets as the Bank enjoyed prior to their distribution. Chapter VIII STATUS, IMMUNITIES, EXEMPTIONS AND PRIVILEGES Article 48 PURPOSE

CHAPTER To enable the Bank effectively to fulfill its purpose and carry out the functions entrusted to it, the status, immunities, exemptions and privileges set forth in this Chapter shall be accorded to the Bank in the territory

each member. Article 49 LEGAL STATUS The Bank shall possess full juridical personality and, in particular, full capacity: (i) to contract; (ii) to acquire, and dispose

, immovable and movable property; and (iii) to institute legal proceedings. Article 50 IMMUNITY FROM JUDICIAL PROCEEDINGS 1. The Bank shall enjoy immunity from every form

legal process, except in cases arising out

or in connection with the exercise

its powers to borrow money, to guarantee obligations, or to buy and sell or underwrite the sale

securities, in which cases actions may be brought against the Bank in a court

competent jurisdiction in the territory

a country in which the Bank has its principal or a branch

fice, or has appointed an agent for the purpose

accepting service or notice

process, or has issued or guaranteed securities. 2. Notwithstanding the provisions

paragraph 1

this Article, no action shall be brought against the Bank by any member, or by any agency or instrumentality

a member, or by any entity or person directly or indirectly acting for or deriving claims from a member or from any agency or instrumentality

a member. Members shall have recourse to such special procedures for the settlement

controversies between the Bank and its members as may be prescribed in this Agreement, in the by-laws and regulations

the Bank, or in contracts entered into with the Bank. 3. Property and assets

the Bank, shall, wheresoever located and by whomsoever held, be immune from all forms

seizure, attachment or execution before the delivery

final judgment against the Bank. Article 51 IMMUNITY

ASSETS Property and assets

the Bank, wheresoever located and by whomsoever held, shall be immune from search, requisition, confiscation, expropriation or any other form

taking or foreclosure by executive or legislative action. Article 52 IMMUNITY

ARCHIVES The archives

the Bank, and, in general, all documents belonging to it, or held by it, shall be inviolable, wherever located. Article 53 FREEDOM

ASSETS FROM RESTRICTIONS To the extent necessary to carry out the purpose and functions

the Bank effectively, and subject to the provisions

this Agreement, all property and assets

the Bank shall be free from restrictions, regulations, controls and moratoria

any nature. Article 54 PRIVILEGE FOR COMMUNICATIONS

ficial communications

the Bank shall be accorded by each member treatment not less favourable than that it accords to the

ficial communications

any other member. Article 55 IMMUNITIES AND PRIVILEGES

BANK PERSONNEL All Governors, Directors, alternates,

ficers and employees

the Bank, including experts performing missions for the Bank: (i) shall be immune from legal process with respect to acts performed by them in their

ficial capacity, except when the Bank waives the immunity; (ii) where they are not local citizens or nationals, shall be accorded the same immunities from immigration restrictions, alien registration requirements and national service obligations, and the same facilities as regards exchange regulations, as are accorded by members to the representatives,

ficials and employees

comparable rank

other members; and (iii) shall be granted the same treatment in respect

travelling facilities as is accorded by members to representatives,

ficials and employees

comparable rank

other members. Article 56 EXEMPTION FROM TAXATION 1. The Bank, its assets, property, income and its operations and transactions, shall be exempt from all taxation and from all customs duties. The Bank shall also be exempt from any obligation for the payment, withholding or collection

any tax or duty. 2. No tax shall be levied on or in respect

salaries and emoluments paid by the Bank to Directors, alternates,

ficers or employees

the Bank, including experts performing missions for the Bank, except where a member deposits with its instrument

ratification or acceptance a declaration that such member retains for itself and its political subdivisions the right to tax salaries and emoluments paid by the Bank to citizens or nationals

such member. 3. No tax

any kind shall be levied on any obligation or security issued by the Bank, including any dividend or interest thereon, by whomsoever held: (

1. i)which discriminates against such obligation or security solely because it is issued by the Bank; or (
2. ii)if the sole jurisdictional basis for such taxation is the place or currency in which it is issued, made payable or paid, or the location

any

fice or place

business maintained by the Bank. 4. No tax

any kind shall be levied on any obligation or security guaranteed by the Bank, including any dividend or interest thereon, by whomsoever held: (

1. i)which discriminates against such obligation or security solely because it is guaranteed by the Bank; or (
2. ii)if the sole jurisdictional basis for such taxation is the location

any

fice or place

business maintained by the Bank. Article 57 IMPLEMENTATION Each member, in accordance with its juridical system, shall promptly take such action as is necessary to make effective in its own territory the provisions set forth in the Chapter and shall inform the Bank

the action which it has taken on the matter. Article 58 WAIVER

IMMUNITIES, EXEMPTIONS AND PRIVILEGES The Bank at its discretion may waive any

the privileges, immunities and exemptions conferred under this Chapter in any case or instance, in such manner and upon such conditions as it may determine to be appropriate in the best interests

the Bank. Chapter IX AMENDMENTS, INTERPRETATION, ARBITRATION Article 59 AMENDMENTS 1. This Agreement may be amended only by a resolution

the Board

Governors approved by a vote

two-thirds

the total number

Governors, representing not less than three-fourths

the total voting power

the members. 2. Notwithstanding the provisions

paragraph 1

this Article, the unanimous agreement

the Board

Governors shall be required for the approval

any amendment modifying: (

1. i)the right to withdraw from the Bank; (
2. ii)the limitations on liability provided in paragraphs 6 and 7

Article 5

; and (iii) the rights pertaining to purchase

capital stock provided in paragraph 2

Article 5. 3.

Any proposal to amend this Agreement, whether emanating from a member or the Board

Directors, shall be communicated to the Chairman

the Board

Governors, who shall bring the proposal before the Board

Governors. When an amendment has been adopted, the Bank shall so certify in an

ficial communication addressed to all members. Amendments shall enter into force for all members three

the

ficial communication unless the Board

Governors specifies therein a different period. Article 60 INTERPRETATION OR APPLICATION 1. Any question

interpretation or application

the provisions

this Agreement arising between any member and the Bank, or between two or more members

the Bank, shall be submitted to the Board

Directors for decision. If there is no Director

its nationality on that Board, a member particularly affected by the question under consideration shall be entitled to direct representation in the Board

Directors during such consideration; the representative

such member shall, however, have no vote. Such right

representation shall be regulated by the Board

Governors. 2. In any case where the Board

Directors has given a decision under paragraph 1

this Article, any member may require that the question be referred to the Board

Governors, whose decision shall be final. Pending the decision

the Board

Governors, the Bank may, so far as it deems necessary, act on the basis

the decision

the Board

Directors. Article 61 ARBITRATION If a disagreement should arise between the Bank and a country which has ceased to be a member, or between the Bank and any member, after adoption

a resolution to terminate the operations

the Bank, such disagreement shall be submitted to arbitration by a tribunal

three arbitrators. One

the arbitrators shall be appointed by the Bank, another by the country concerned, and the third, unless the parties otherwise agree, by the President

the International Court

Justice or such other authority as may have been prescribed by regulations adopted by the Board

Governors. A majority vote

the arbitrators shall be sufficient to reach a decision which shall be final and binding upon the parties. The third arbitrator shall be empowered to settle all questions

procedure in any case where the parties are in disagreement with respect thereto. Article 62 APPROVAL DEEMED GIVEN Whenever the approval

any member is required before any act may be done by the Bank, approval shall be deemed to have been given unless the member presents an objection within such reasonable period as the bank may fix in notifying the member

the proposed act. Chapter X FINAL PROVISIONS Article 63 SIGNATURE AND DEPOSIT 1. The original

this Agreement in a single copy in the English language shall remain open for signature at the United Nations Economic Commission for Asia and the Far East, in Bangkok, until 31 January 1966 by Governments

countries listed in Annex A to this Agreement. This document shall thereafter be deposited with the Secretary-General

the United Nations (hereinafter called the “Depository”). 2. The Depository shall send certified copies

this Agreement to all the Signatories and other countries which become members

the Bank. Article 64 RATIFICATION OR ACCEPTANCE 1. This Agreement shall be subject to ratification or acceptance by the Signatories. Instruments

ratification or acceptance shall be deposited with the Depository not later than 30 September 1966. The Depository shall duly notify the other Signatories

each deposit and the date thereof. 2. A Signatory whose instrument

ratification or acceptance is deposited before the date on which this Agreement enters into force, shall become a member

the Bank, on that date. Any other Signatory which complies with the provisions

the preceding paragraph, shall become a member

the Bank on the date on which its instrument

ratification or acceptance is deposited. Article 65 ENTRY INTO FORCE This Agreement shall enter into force when instruments

ratification or acceptance have been deposited by at least fifteen

the authorized capital stock

the Bank. Article 66 COMMENCEMENT

OPERATIONS 1. As soon as this Agreement enters into force, each member shall appoint a Governor, and the Executive Secretary

the United Nations Economic Commission for Asia and the Far East shall call the inaugural meeting

the Board

Governors. 2. At its inaugural meeting, the Board

Governors: (i) shall make arrangements for the election

Directors

the Bank in accordance with paragraph 1

Article 30

this Agreement; and (ii) shall make arrangements for the determination

the date on which the Bank shall commence its operations. 3. The Bank shall notify its members

the date

the commencement

its operations. DONE At the City

Manila, Philippines, on 4 December 1965, in a single copy in the English language which shall be brought to the United Nations Economic Commission for Asia and the Far East, Bangkok, and thereafter deposited with the Secretary-General

the United Nations, New York, in accordance with Article 63

this Agreement. Annex A INITIAL SUBSCRIPTIONS TO THE AUTHORIZED CAPITAL STOCK FOR COUNTRIES WHICH MAY BECOME MEMBERS IN ACCORDANCE WITH ARTICLE 64 Part A. REGIONAL COUNTRIES I Country Amount

subscription (in million US dollars)

1. Afghanistan 3.36
2. Australia 85.00
3. Cambodia 3.00
4. Ceylon 8.52
5. China, Republic

16.00

1. India 93.00
2. Iran 60.00
3. Japan 200.00
4. Korea, Republic

30.00

1. Laos 0.42
2. Malaysia 20.00
3. Nepal 2.16
4. New Zealand 22.56
5. Pakistan 32.00
6. Philippines 35.00
7. Republic

Viet Nam 7.00

1. Singapore 4.00
2. Thailand 20.00
3. Western Samoa 0.06 Total 642.08 II The following regional countries may become Signatories

this Agreement in accordance with Article 63, provided that at the time

signing, they shall respectively subscribe to the capital stock

the Bank in the following amounts: Country Amount

subscription (in million US dollars)

1. Burma 7.74
2. Mongolia 0.18 Total 7.92 Part B. NON-REGIONAL COUNTRIES I Country Amount

subscription (in million US dollars)

1. Belgium 5.00
2. Canada 25.00
3. Denmark 5.00
4. Germany, Federal Republic

30.00

1. Italy 10.00
2. Netherlands 11.00
3. United Kingdom 10.00
4. United States 200.00 Total 296.00 II The following non-regional countries which participated in the meeting

the Preparatory Committee on the Asian Development Bank in Bangkok from 21 October to 1 November 1965 and which there indicated interest in membership in the Bank, may become Signatories

this Agreement in accordance with Article 63, provided that at the time

signing, each such country shall subscribe to the capital stock

the Bank in an amount which shall not be less than five million dollars ($5,000,000):

1. Austria
2. Norway
3. Finland
4. Sweden III On or before 31 January 1966, any

the non-regional countries listed in Part B(I)

this Annex may increase the amount

its subscription by so informing the Executive Secretary

the United Nations Economic Commission for Asia and the Far East in Bangkok, provided, however, that the total amount

the initial subscriptions

the non-regional countries listed in Part B(I) and (II)

this Annex shall not exceed the amount

three hundred and fifty million dollars ($350,000,000). With (i) increases

$4,000,000, $10,000,000 and $20,000,000, respectively, in the subscriptions

the Federal Republic

Germany (currently Germany), Italy and the United Kingdom authorized under Part B III

Annex A, (ii) increases in the subscriptions

Afghanistan, Cambodia, Republic

Viet Nam (currently Socialist Republic

Viet Nam) and Singapore authorized by Resolution No. 4

the Board

Governors, (iii) admission to membership

Indonesia, Switzerland, Hong Kong, France, Fiji, Papua New Guinea, Tonga, Bangladesh, Solomon Islands, Burma (currently the Union

Myanmar), Kiribati, Cook Islands, Maldives, Vanuatu, Bhutan, Spain, the People's Republic

China, Marshall Islands, Federated States

Micronesia, Turkey, Mongolian People's Republic (currently Mongolia), Republic

Nauru, Tuvalu, Kazakhstan and Kyrgyz Republic, authorized by Resolution Nos. 4, 11, 23, 31, 32, 38, 48, 54, 57, 63, 74, 95, 113, 138, 148, 168, 176, 201, 202, 205, 206, 212, 219, 224 and 225, respectively,

the Board

Governors, (iv) additional subscriptions

members under Resolution Nos. 46, 104; and 158

the Board

Governors, and (v) increase in the subscriptions

Canada, Finland, France, the Federal Republic

Germany (currently Germany), Indonesia, Italy, Japan, Republic

Korea, Malaysia, Netherlands, Sweden, Switzerland, United States and Western Samoa authorized by Resolution Nos. 55, 79, 80, 89, 99, 100, 112, 114, 174, 193, 194 and 195

the Board

Governors, the following is the list

subscriptions: SUBSCRIPTIONS TO THE AUTHORIZED CAPITAL STOCK

THE ASIAN DEVELOPMENT BANK As

31 December 1994 1/ Amount

Subscription (in million) Expressed in terms

US dollar

the weight and fineness in effect on 31 January 1966 i.e. 0.888671 gram

fine gold Expressed in terms

the SDR at the value in current United States dollars

$1.45985 per SDR Part A. REGIONAL COUNTRIES Afghanistan, Republic

$11.95 $17.44 Australia 1,023.70 1,494.45 Bangladesh 361.28 527.41 Bhutan 1.10 1.61 Cambodia 8.75 12.77 China, People's Republic

1,140.00 1,664.23 Cook Islands 0.47 0.69 Fiji 12.03 17.56 Hong Kong 96.35 140.66 India 1,120.05 1,635.10 Indonesia 963.50 1,406.57 Japan 5,522.10 8,061.44 Kazakhstan 142.68 208.29 Kiribati 0.71 1.04 Korea, Republic

891.23 1,301.06 Kyrgyz Republic 52.91 77.24 Lao People's Democratic Republic 2.46 3.59 Malaysia 481.75 703.28 Maldives 0.71 1.04 Marshall Islands 0.47 0.69 Micronesia, Federated States

0.71 1.04 Mongolia 2.66 3.88 Myanmar 96.35 140.66 Nauru, Republic

0.71 1.04 Nepal 26.01 37.97 New Zealand 271.70 396.64 Pakistan 770.80 1,125.25 Papua New Guinea 16.60 24.23 Philippines 421.52 615.36 Singapore 60.20 87.88 Solomon Islands 1.18 1.72 Sri Lanka, Democratic Socialist Republic

102.60 149.78 Taipei, China 192.70 281.31 Thailand 481.72 703.27 Tonga 0.71 1.04 Tuvalu 0.25 0.36 Vanuatu 1.18 1.72 Viet Nam, Socialist Republic

60.38 88.15 Western Samoa 0.58 0.85 Total 14,342.78 20,938.31 1/At exchange rate adopted as

31 December 1994 Part B. NON-REGIONAL COUNTRIES Austria 60.20 87.88 Belgium 60.20 87.88 Canada 925.43 1,350.99 Denmark 60.20 87.88 Finland 60.20 87.88 France 411.78 601.14 Germany 765.34 1,117.29 Italy 319.75 466.79 Netherlands 181.47 264.92 Norway 60.20 87.88 Spain 60.20 87.88 Sweden 60.20 87.88 Switzerland 103.25 150.73 Turkey 60.20 87.88 United Kingdom 361.31 527.46 United States 2,781.05 4,030.72 Total 6,310.98 9,213.08 Grand Total $20,653.76 $30,151.39 Annex B ELECTION

DIRECTORS Section A. - Election

Directors by Governors representing regional members. 1. Each Governor representing a regional member shall cast all votes

the member he represents for a single person. 2. The seven

votes shall be Directors, except that no person who received less than ten

the total voting power

regional members shall be considered as elected. 3. If seven

votes in the preceding ballot shall be ineligible and in which votes shall be cast only by: (

1. a)Governors who voted in the preceding ballot for a person who is not elected; and (
2. b)Governors whose votes for a person who is elected are deemed, in accordance with paragraph

this Section, to have raised the votes cast for that person above eleven

the total voting power

regional members. 4. (a) In determining whether the votes-cast by a Governor shall be deemed to have raised the total number

votes for any person above eleven

the Governor casting the highest number

votes for that person, and then, in diminishing order, the votes

each Governor casting the next highest number until eleven

whose votes must be counted in order to raise the votes cast for any person above ten

votes cast for that person thereby exceeds eleven

paragraph

this Section — by a simple majority

the remaining votes

regional members. All such remaining votes shall be deemed to have counted towards the election

the seventh Director. 6. In case

an increase in the number

Directors to be elected b, Governors representing regional members, the minimum and maximum percentages specified in paragraphs

Section A

this Annex shall be correspondingly adjusted by the Board

Governors. Section B. - Election

Directors by Governors representing non-regional members. 1. Each Governor representing a non-regional member shall cast all votes

the member he represents for a single person. 2. The three

votes shall be Directors, except that no person who receives less than twenty-five

the total voting power

non-regional members shall be considered as elected. 3. If three

votes in the preceding ballot shall be ineligible and in which votes shall be cast only by: (a) Governors who voted in the preceding ballot for a person who is not elected; and A1 its Second Annual Meeting the Board

Governors reviewed the size and composition

the Board

Directors in conformity with the provisions

Article 30.1 (ii) and decided that effective from the Fourth Annual Meeting, eight

Section (A)

Annex B shall be adjusted at that meeting to 8% and 10% respectively (Resolution No. 27

the Board

Governors). (b) Governors whose votes for a person who is elected are deemed, in accordance with paragraph

this Section, to have raised the votes cast for that person above twenty-six

the total voting power

non-regional members. 4. (a) In determining whether the votes cast by a Governor shall be deemed to have raised the total number

votes for any person above twenty-six

the Governor casting the highest number

votes for that person, and then, in diminishing order, the votes

each Governor casting the next highest number until twenty-six

whose votes must be counted in order to raise the votes cast for any person above twenty-five

votes cast for that person thereby exceeds twenty-six

three hundred forty-five million dollars ($345,000,000) and notwithstanding the provisions

paragraph

this Section — by a simple majority

the remaining votes. All such remaining votes shall be deemed to have counted towards the election

the third Director. 6. In case

an increase in the number

Directors to be elected by Governors representing non-regional members, the minimum and maximum percentages specified in paragraphs

Section B

this Annex shall be correspondingly adjusted by the Board

Governors. At its Second Annual Meeting the Board

Governors reviewed the size and composition

the Board

Directors in conformity with the provisions

Article 30.1 (ii) and decided that effective from the Fourth Annual Meeting, four

Section (B)

Annex B shall be adjusted at that meeting to 16% and 19% respectively (Resolution No. 27

the Board

Governors). Subsequently, the Board

Governors amended the minumum percentage from 16% to 17% (Resolution No. 37). Privacy Statement Accessibility European Legislation Identifier (PDF) Open Data License Ráiteas Príobháideachais Inrochtaineacht Aitheantóir Eorpach Reachtaíochta (ELI) Ceadúnas Sonraí Oscailte Liosta Fianán © Government

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