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6.In determining whether the votes cast by a Governor are deemed to have raised the total votes cast for any person above 21.5 per cent of the eligible votes, the 21.5 per cent shall be deemed to include, first, the votes of the Governor casting the largest number of votes for such person, then the votes of the Governor casting the next largest number and so on, until 21.5 per cent is reached.
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7.Any Governor, part of whose votes must be counted in order to raise the total of votes cast for any person above 20.5 per cent shall be considered as casting all of his or her votes for such person, even if the total votes for such person thereby exceed 21.5 per cent and shall not be eligible to vote in a further ballot.
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8.Subject to paragraph 10 of this Section, if, after the second ballot, four persons have not been elected, further ballots shall be held in conformity with the principles and procedures laid down in this Section, until four persons have been elected, provided that, if at any stage three persons are elected, notwithstanding the provisions of paragraph 4 of this Section, the fourth may be elected by a simple majority of the remaining votes cast.
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9.In the case of an increase or decrease in the number of Directors to be elected by Section B (ii) Governors, the minimum and maximum percentages specified in paragraphs 4, 5, 6 and 7 of this Section shall be appropriately adjusted by the Board of Governors.
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10.So long as any Signatory, or group of Signatories, whose share of the total amount of capital subscriptions provided in Annex A is more than 2.8 per cent, has not deposited its instrument or their instruments of ratification, approval or acceptance, there shall be no election for one Director in respect of each such Signatory or group of Signatories. The Governor or Governors representing such a Signatory or group of Signatories shall elect a Director in respect of each Signatory or group of Signatories, immediately after the Signatory becomes a member or the group of Signatories become members. Such Director shall be deemed to have been elected by the Board of Governors at its inaugural meeting, in accordance with paragraph 3 of Article 26 of this Agreement, if he or she is elected during the period in which the first Board of Directors shall hold office.
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Section B (iii) - Election of Directors by Governors representing those countries listed in Annex A as Non-European countries (hereinafter referred to as Section B (iii) Governors) 1. The provisions set out below in this Section shall apply exclusively to this Section.

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2.Candidates for the office of Director shall be nominated by Section B (iii) Governors provided that a Governor may nominate only one person. The election of Directors shall be by ballot of Section B (iii) Governors.
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3.Each Governor eligible to vote shall cast for one person all of the votes to which the member appointing him or her is entitled under paragraphs 1 and 2 of Article 29 of the Agreement.
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4.Subject to paragraph 10 of this Section, the four persons receiving the highest number of votes shall be Directors, except that no person who receives less than 8 per cent of the total of the votes which can be cast (eligible votes) in Section B (iii) shall be considered elected.
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5.Subject to paragraph 10 of this Section, if four persons are not elected on the first ballot, a second ballot shall be held in which, unless there were not more than four candidates, the person who received the lowest number of votes in the first ballot shall be ineligible for election and in which there shall vote only:
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a)those Governors who voted in the first ballot for a person not elected, and
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b)those Governors whose votes for a person elected are deemed under paragraphs 6 and 7 below of this Section to have raised the votes cast for that person above 9 per cent of the eligible votes.
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6.In determining whether the votes cast by a Governor are deemed to have raised the total votes cast for any person above 9 per cent of the eligible votes, the 9 per cent shall be deemed to include, first, the votes of the Governor casting the largest number of votes for such person, then the votes of the Governor casting the next largest number and so on, until 9 per cent is reached.
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7.Any Governor, part of whose votes must be counted in order to raise the total of votes cast for any person above 8 per cent shall be considered as casting all of his or her votes for such person, even if the total votes for such person thereby exceed 9 per cent and shall not be eligible to vote in a further ballot.
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8.Subject to paragraph 10 of this Section, if, after the second ballot, four persons have not been elected, further ballots shall be held in conformity with the principles and procedures laid down in this Section, until four persons have been elected, provided that, if at any stage three persons are elected, notwithstanding the provisions of paragraph 4 of this Section, the fourth may be elected by a simple majority of the remaining votes cast.
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9.In the case of an increase or decrease in the number of Directors to be elected by Section B (iii) Governors, the minimum and maximum percentages specified in paragraphs 4, 5, 6, and 7 of this Section shall be appropriately adjusted by the Board of Governors.
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10.So long as any Signatory, or group of Signatories, whose share of the total amount of capital subscriptions provided in Annex A is more than 5 per cent, has not deposited its instrument or their instruments of ratification, approval or acceptance, there shall be no election for one Director in respect of each such Signatory or group of Signatories. The Governor or Governors representing such a Signatory or group of Signatories shall elect a Director in respect of each Signatory or group of Signatories, immediately after the Signatory becomes a member or the group of Signatories become members. Such Director shall be deemed to have been elected by the Board of Governors at its inaugural meeting, in accordance with paragraph 3 of Article 26 of this Agreement, if he or she is elected during the period in which the first Board of Directors shall hold office.
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Section C - Arrangements for the election of Directors representing countries not listed in Annex A

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If the Board of Governors decides, in accordance with paragraph 3 of Article 26 of this Agreement, to increase or decrease the size, or revise the composition, of the Board of Directors, in order to take into account changes in the number of members of the Bank, the Board of Governors shall first consider whether any amendments are required to this Annex and may make any such amendments as it deems necessary as part of such decision.

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Section D - Assignment of votes

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Any Governor who does not participate in voting for the election or whose vote does not contribute to the election of a Director under Section A or Section B (i) or Section B (ii) or Section B (iii) of this Annex may assign the votes to which he or she is entitled to as elected Director, provided that such Governor shall first have obtained the agreement of all those Governors who have elected that Director to such assignments.

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A decision by any Governor not to participate in voting for the election of a Director shall not affect the calculation of the eligible votes to be made under Section A, Section B (i), Section B (ii) or Section B (iii) of this Annex.

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Letter from the Head of the Soviet Delegation To the Chairman of the Conference on the Establishment of the European Bank for Reconstruction and Development Mr. Chairman, As you know, the initiative of the President of France, M. F. Mitterrand, to establish the European Bank for Reconstruction and Development for the purpose of facilitating the transition of Central and Eastern European countries towards market-oriented economies has found understanding and support on behalf of the Soviet authorities. The Soviet delegation participated in the sessions of talks on drafting the constituent documents of the Bank. As a result the constituent countries have reached considerable progress in drawing up the Agreement establishing the European Bank for Reconstruction and Development.

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At the same time, certain difficulties largely stem from fears of a number of countries that due to the size of its economy the Soviet Union may become the principal recipient of credits of the Bank and therefore will narrow its capacity to extend aid to other Central and Eastern European Countries.

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In this connection I would like to assure you, dear Mr. Chairman, that the intentions of the Soviet Union to become an equal member of the Bank account primarily for its will to establish a new institution of multilateral cooperation so as to foster historical reforms on the European continent.

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I would like to inform you that my government is prepared to limit its access to the Bank’s resources, pursuant to paragraph 4 of Article 8 of the Articles of Agreement of the Bank, for a period of three years starting from the entry into force of the Articles of Agreement of the Bank.

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During that period, the Soviet Union wishes that the Bank will provide technical assistance and other types of assistance directed to finance its private sector, to facilitate the transition of state-owned enterprises to private sector ownership and control and to help enterprises operating competitively and moving to participation in the market-oriented economy, subject to the proportion set forth in paragraph 3 of Article 11 of this Agreement. The total amount of any assistance thus provided by the Bank would not exceed the total amount of the cash disbursed and the promissory notes issued by the Soviet Union for its shares.

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I am confident that continuing economic reforms in the Soviet Union will inevitably promote the expansion of the Bank’s activities into the territory of the Soviet Union. However, the USSR, being interested in securing the multilateral character of the Bank, will not choose that at any time in future the Soviet borrowings will exceed an amount consistent with maintaining the necessary diversity in the Bank’s operations and prudent limits on its exposure.

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Please accept, Mr. Chairman, the assurance of my highest consideration.

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Head of Soviet Delegation Chairman of the Board of the State Bank of the USSR Victor V. GERASHCHENKO”.

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SCHEDULE 2 Articles of agreement of the Council of Europe Development Bank

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Section 11

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“SCHEDULE 1 ARTICLES OF AGREEMENT OF THE COUNCIL OF EUROPE DEVELOPMENT BANK Article I Establishment of the Bank A Council of Europe Development Bank (hereinafter called “the Bank”) shall be established.

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The Bank shall be attached to the Council of Europe and administered under its supreme authority.

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Article II1 Purpose a. The primary purpose of the Bank is to help in solving the social problems with which European countries are or may be faced as a result of the presence of refugees, displaced persons or migrants consequent upon movements of refugees or other forced movements of populations and as a result of the presence of victims of natural or ecological disasters.

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The investment projects to which the Bank contributes may be intended either to help such people in the country in which they find themselves or to enable them to return to their countries of origin when the conditions for return are met or, where applicable, to settle in another host country. These projects must be approved by a Member of the Bank. b. The Bank may also contribute to the realisation of investment projects approved by a Member of the Bank which enable jobs to be created in disadvantaged regions, people in low income groups to be housed or social infrastructure to be created.

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Article III Membership of the Bank a. Any Member State of the Council of Europe may become a Member of the Bank by addressing a declaration to the Secretary General. This declaration shall contain acceptance of the present Articles of Agreement by the Government of the State concerned and the subscription by that Government of the number of participating certificates fixed in agreement with the Governing Board, in pursuance of Article IX, Section 3, paragraph 1, litt. a. of the Articles of Agreement. b. A European State which is not a member of the Council of Europe may: i. either be admitted as a Member of the Bank upon such special conditions as the Bank shall lay down in each case, in accordance with the provisions of Article IX, Section 3, paragraph 1, litt b. A State in respect of which such a decision on admission has been made shall be able to become a Member of the Bank by depositing with the Secretary General of the Council of Europe an instrument stating that it accepts the present Articles of Agreement, subscribes the number of participating certificates fixed in agreement with the Governing Board, has taken the measures necessary to enable it to meet all the obligations resulting from the Articles of Agreement and has met all the admission conditions laid down by the Governing Board; ii. or conclude with the Bank an association agreement upon such special conditions as the Bank may lay down in each case. c. Upon the conditions laid down by the Governing Board, international institutions with a European focus may also become Members of the Bank or conclude an association agreement. d. Any State becoming a Member of the Bank shall confirm, in its declaration or its instrument of acceptance of the Articles of Agreement, its intention: i. to accede at the earliest opportunity to the Third Protocol to the General Agreement on Privileges and Immunities of the Council of Europe; ii. pending such accession, to apply the legal arrangements resulting from the Protocol to the property, assets and operations of the Bank and to grant to the organs and staff of the Bank the legal status resulting from the Protocol.

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Article IV Obligations of Members

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Section 1 – Participating certificates

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The Bank shall issue for subscription by its Members participating certificates, expressed in terms of euros (EUR). Each certificate shall have the same nominal value of EUR 1,000. Members shall pay their subscriptions in euros.

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Section 2 – Apportionment and paying up of participating certificates

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a. The table appended to the present Articles of Agreement lays down the percentage apportionment of the participating certificates offered for subscription by each Member of the Bank. b. The number of participating certificates to be held by new Members of the Bank shall be fixed in agreement with the Governing Board of the Bank, in accordance with Article IX, Section 3, paragraph 1, litt. a. and b. of the present Articles of Agreement. c. The minimum percentage of subscribed participating certificates to be paid up, and the dates of the relevant payments, shall be fixed by the Governing Board. d. When the Bank’s capital is increased, the Governing Board shall determine, upon uniform conditions for all Members, the percentage to be paid up and the corresponding payment dates.

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Section 3 – Limitation of liability

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No Member shall be liable to third parties for any obligation of the Bank.

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Article V Borrowing operations and contributions For uses consistent with its purpose, the Bank may make borrowings. It may also carry out any other financial transactions useful for the achievement of its purpose under conditions laid down by the Administrative Council.

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The Bank is empowered to receive contributions offered for specific purposes which come within its stated aims.

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Article VI Investments The Bank’s liquid assets, capital and reserves may be invested upon conditions to be fixed by the Administrative Council in accordance with the principles of sound financial management.

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Article VII The Bank’s means of action

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Section 1 – Loans

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Loans made by the Bank shall be in one of the following forms: a. loans to Members of the Bank; b. loans guaranteed by a Member of the Bank granted to any legal person approved by that Member; c. loans granted to any legal person approved by a Member of the Bank, when the Administrative Council is satisfied that the loan requested is covered by adequate guarantees.

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Section 2 – Guarantees

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Upon conditions to be fixed by the Administrative Council in each case, the Bank may grant its guarantee to financial institutions approved by a Member for loans to further the realisation of the purposes set out in Article II.

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Section 3 – Trust account

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The Bank may open and manage trust accounts for receiving voluntary contributions from its Members, from the Bank and from the Council of Europe.

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Section 4 – Interest rebate

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Loans may be accompanied by a full or partial interest rebate.

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A proportion of the profits realised by the Bank and voluntary contributions by Members shall be used to subsidise the interest rate on certain loans upon conditions decided by the Administrative Council.

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Section 5 – Conditions for granting loans - Information to be provided

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The Administrative Council shall lay down the general conditions for granting loans and shall determine what information a borrower shall be required to furnish in support of its application.

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Section 6 – Default

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The Bank’s transactions in favour of a Member or of a legal person as referred to in Section 1 above shall be suspended if the borrower, or failing the latter, the guarantor defaults on payments due in respect of loans or guarantees granted to it by the Bank.

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Article VIII Organisation, administration and supervision of the Bank The organisation, administration and supervision of the Bank shall be divided between the following:

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–the Governing Board,
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–the Administrative Council,
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–the Governor,
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–the Auditing Board, as provided in the following Articles.
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Article IX Governing Board

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Section 1

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The Governing Board shall consist of a Chairperson and one representative appointed by each Member. Each Member may appoint a substitute. The Secretary General of the Council of Europe may participate in or be represented at the meetings.

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Section 2

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The Governing Board is the supreme organ of the Bank; it shall be vested with all powers in respect of the Bank, save the right to change its purposes as stipulated in Article II of the Articles of Agreement.

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Section 3

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1.The Governing Board shall a. determine the conditions upon which Council of Europe Member States become Members of the Bank; b. authorise European States not members of the Council of Europe and international institutions with a European focus to become Members of the Bank and lay down the conditions for such authorisation and the number of participating certificates to be subscribed by such members; c. adjust the apportionment of the capital among Members as shown in the table appended to the present Articles of Agreement; d. increase or reduce the authorised capital and fix the proportion of the subscribed shares to be paid up and the dates by which payment must be made; e. ensure compliance with the aims stated in the Articles of Agreement; approve the Bank’s annual report, accounts and other financial statements; provide general guidelines concerning the institution’s activity; f. suspend or terminate the Bank’s operations and, in the event of liquidation, distribute its assets; g. suspend a Member; h. amend these Articles of Agreement, without, however, making any change in their stated aims; i. interpret these Articles of Agreement and determine any appeals against decisions concerning the interpretation or application of the Articles of Agreement; j. authorise the conclusion of general agreements on co-operation with other international organisations; k. elect the Chairperson of the Governing Board and the Chairperson of the Administrative Council; l. appoint the Governor and, as necessary, on a proposal by the Governor, one or more Vice-Governors, one of whom shall replace the Governor in the latter’s absence, and remove them from their posts and accept their resignation; m. appoint the members of the Auditing Board; n. appoint the external auditor and lay down his terms of reference; o. draw up its Rules of Procedure; p. exercise such other powers as are expressly assigned to the Governing Board in these Articles of Agreement.
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2.The Governing Board shall make its decisions regarding litt. d. and f. on a proposal by the Administrative Council, and on litt. c., m. and n., after hearing the latter. The Administrative Council shall give its opinion on all other decisions with financial consequences.
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3.All powers other than those set forth in Section 3 paragraph 1 above shall be delegated to the Administrative Council.
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The powers delegated to the Administrative Council in these Articles of Agreement may be reassumed only in exceptional circumstances and for a specified period.

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4.The Governing Board shall meet once a year. It may, if necessary, hold additional meetings.
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5.The Governing Board may when necessary invite representatives of international organisations or any other interested person to participate in its proceedings without the right to vote.
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Section 4

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a. Decisions taken by the Governing Board at its meetings shall be valid only if two-thirds of its Members’ representatives are present.

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Decisions shall be taken by voting. Only votes in favour and against shall count for the purpose of calculating majorities. b. Decisions may also be taken in writing between meetings. c. Each Member of the Bank shall have one vote for each participating certificate held by it. d. Any Member which has failed to pay on time the part of the capital falling due may not, for as long as such non-payment persists, exercise the voting rights corresponding to the sum due and not paid up. e. Decisions shall be reached by a majority of the Members voting in favour or against and holding two-thirds of the votes cast. f. A majority of three-quarters of the Members voting in favour or against and holding three quarters of the votes cast, shall be required for:

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-the decision provided for in Section 3. paragraph 3. of this Article;
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-adjustments to the apportionment table appended to these Articles of Agreement not resulting from the admission of new Members which are made pursuant to Section 3. paragraph 1. litt. c. g. The decisions referred to in Section 3. paragraph 1. litt. f. and h. shall be taken by a unanimous vote of the Members casting a vote.
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Section 5

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a. The Governing Board shall be chaired by a Chairperson elected by it for a three-year term.

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The outgoing Chairperson may be re-elected for a further three-year term. Each Member of the Bank is entitled to present a candidate.

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The Chairperson shall be responsible for political relations with officials of the States, the Council of Europe and other international institutions, in close co-operation with the Governor.

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The Chairperson shall keep the Committee of Ministers and the Parliamentary Assembly regularly informed of the Bank’s activities; he/she shall, inter alia, forward the Governor’s report to the Committee of Ministers and maintain all other necessary contacts with the Council of Europe.

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Article X Administrative Council1

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Section 1

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The Administrative Council is vested with all the powers delegated to it by the Governing Board in pursuance of Article IX.

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Section 2

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a. The Administrative Council shall consist of a Chairperson appointed by the Governing Board for a three-year term, renewable for a second three-year term, and one representative appointed by each Member. Each Member may appoint a substitute. The Secretary General of the Council of Europe may participate in or be represented at the meetings. b. The Administrative Council shall be convened by its Chairperson or at the request of five of its members at least four times a year. c. The Administrative Council may, when necessary, invite representatives of international organisations or any other interested person to participate in its proceedings without the right to vote.

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Section 3

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a. Decisions of the Administrative Council at its meetings shall be valid only if two-thirds of its Members’ representatives are present. b. Each Member shall have one vote for each participating certificate held by it.

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Decisions shall be taken by a majority vote. Only votes in favour or against shall count for the purpose of calculating the majority or majorities. c. Decisions may also be taken in writing between meetings. d. Any Member which has failed to pay on time the part of the capital falling due may not, for as long as such non-payment persists, exercise the voting rights corresponding to the sum due and not paid up. e. However, the Administrative Council shall adopt the following decisions by a majority of its members voting in favour or against and by a majority of votes cast:

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i)proposals and opinions addressed to the Governing Board in accordance with Article IX, Section 3. paragraph 1 litt. c., d., f., m. and n.;
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ii)adoption or amendment of the Rules of Procedure of the Administrative Council; f. Furthermore, the Administrative Council shall take by a majority of Members voting in favour or against and holding two-thirds of the votes cast decisions relating to investment projects which have not received the opinion as to admissibility referred to in Article XIII, litt. c. of the Articles of Agreement.
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Section 4

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The Administrative Council may at any time appoint committees from among its members and delegate to such committees powers to be specified in each case.

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Article XI Governor1

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Section 1 – Functions of the Governor

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a. The Governor shall be the legal representative of the Bank. He/She shall be the head of the Bank’s operational services and shall conduct day-to-day business on the instructions of the Administrative Council. In accordance with Articles V and VII, he/she shall not contract any financial obligations without the authorisation of the Administrative Council. Under the general supervision of the Administrative Council, he/she shall be responsible for the organisation of the operational services and for the appointment and dismissal of the staff of the Bank, within the framework of the regulations adopted by the Administrative Council. b. The Governor shall be appointed for a term of five years renewable once. The amount of his/her salary shall be fixed by the Administrative Council. c. In the performance of their duties, the Governor, the Vice-Governors and staff must devote themselves fully to the service of the Bank, to the exclusion of any other activity. Each Member shall respect the international character of the task of the Governor, Vice-Governors and staff of the Bank and refrain from any attempt to influence these persons. d. The Council of Europe Staff Regulations shall be applicable to the staff of the Bank in any matter not covered by a specific decision of the Administrative Council.

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Section 2 – Vice-Governor(s)

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a. The Governor shall be assisted by one or more Vice-Governors. The Governor shall designate a Vice-Governor Delegate who shall replace him/her in case of absence or incapacity. The Governor shall determine the responsibilities of the Vice-Governors taking into account the post descriptions approved by the Administrative Council. b. The Vice-Governor(s) shall be appointed by the Governing Board on a proposal from the Governor, following an opinion on conformity from the Administrative Council and after consultations with the members of the Governing Board. c. On a proposal from the Governor, the Administrative Council shall approve the post description(s) of the Vice-Governor(s). d. The Vice-Governor(s) shall be appointed for a term of five years renewable once. The amount of their salary shall be fixed by the Administrative Council.

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Section 3 – Reports to the Administrative Council

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The Governor shall give his/her opinion to the Administrative Council on the technical and financial aspects of investment projects submitted to the Bank.

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The Governor shall submit to the Administrative Council regular reports on the position of the Bank and on proposed transactions and shall supply it with any information it may request.

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The Governor shall draw up a full annual report on all operations effected during the year. This report shall be accompanied by the balance sheet of the Bank and the operational accounts, together with the Auditing Board’s report on these documents.

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Article XII Auditing Board The Auditing Board shall consist of three members appointed pursuant to Article IX, Section 3. litt m. for their competence in economic and financial matters. They shall act completely independently.

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The Auditing Board shall inspect the Bank’s accounts and verify that the operational accounts and balance sheet are in order.

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In its annual report, the Auditing Board shall certify that the balance sheet and operational accounts accord with the books, that they give an accurate and true picture of the state of the Bank’s affairs as at the end of each financial period and that the Bank is being managed according to the principles of sound financial management.

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The Board shall receive copies of any documents useful to it in its work, such as the reports of the external and internal auditors. At the request of the organs of the Bank, the Board shall perform any other task pertaining to the supervision of the Bank’s financial activity.

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Article XIII Council of Europe a. With a view to ensuring relations with the Council of Europe, the Committee of Ministers and Parliamentary Assembly of the Council of Europe shall be regularly informed of the Bank’s activities. The Governing Board shall state a position on the recommendations and opinions of the Committee of Ministers and Parliamentary Assembly transmitted to it. b. The Secretary General of the Council of Europe shall participate in, or may be represented at, meetings of the Governing Board and Administrative Council, without the right to vote.

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He/She shall carry out any duty entrusted to him in pursuance of the present Articles of Agreement or of the Third Protocol to the General Agreement on Privileges and Immunities of the Council of Europe. In this connection he/she shall place the requisite staff at the disposal of the Bank.

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He/She may perform any other duty entrusted to him/her by the Organs of the Bank in accordance with the provisions of the Partial Agreement on the Council of Europe Development Bank. c. Applications for loans or guarantees shall be submitted to the Administrative Council after receipt of the Secretary General’s opinion as to admissibility based on the project’s conformity with the political and social aims of the Council of Europe.

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Article XIV Headquarters The principal office of the Bank shall be at Strasbourg, France. The headquarters of the operational services shall be in Paris and may be changed only by a decision of the Governing Board and an identically worded decision of the Administrative Council.

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Article XV Withdrawal of Members; Suspension of operations and liquidation of the Bank1

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Section 1 – Withdrawal of Members

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Any Member may withdraw from the Bank on giving notice of six months prior to the end of the current calendar year. The withdrawal shall become effective on 31 December following the notice. Any notice given less than six months before the end of the current calendar year shall only become effective on 31 December of the subsequent calendar year. The Member may notify the Bank in writing of the cancellation of its notice of intention to withdraw at any time before the withdrawal becomes effective.

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Section 2 – Settlement of accounts with former Members

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a. After the date on which a Member ceases to be a Member, such former Member shall remain liable for its obligations to the Bank so long as any part of the loans or guarantees extended before it ceased to be a Member are outstanding; but it shall cease to incur such liabilities with respect to loans and guarantees entered into thereafter by the Bank and to share either in the income or expenses of the Bank. b. At the time the Member ceases to be a Member, the Bank shall arrange for the repurchase of such former Members’ participating certificates as a part of the settlement of accounts with such former Member in accordance with the provisions of this Article. For this purpose, the purchase price of the certificates shall correspond to the paid-up capital plus reserves as shown by the books of the Bank on the date of cessation of membership. c. The payment for participating certificates repurchased by the Bank under this Article shall be governed by the following conditions:

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i)any amount due to the former Member for its certificates shall be withheld so long as the former Member, any of its agencies or instrumentalities remains liable, as borrower or guarantor, to the Bank and such amount may, at the option of the Bank be applied on any such liability as it matures. In any event, no amount due to a Member for its certificates shall be paid until six (6) months after the date upon which the Member ceases to be a Member;
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ii)payments for certificates may be made from time to time until the former Member has received the full repurchase price, to the extent by which the amount due as the repurchase price, in accordance with paragraph b of this Section, exceeds the aggregate amount of liabilities on loans and guarantees as set forth in sub paragraph (i) above; iii) payments shall be made in euros on such conditions and dates as the Governing Board determines; and
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iv)if losses are sustained by the Bank on any loans or guarantees which were outstanding on the date the Member State’s withdrawal becomes effective, and if the amount of such losses exceeds the amount, at that date, of the provisions provided against losses on the date the Member State’s withdrawal becomes effective, such former Member shall repay, upon demand, the amount by which repurchase price of its certificates 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, to the extent that it would have been required to respond had the call been made at the latest on the date the repurchase price of its certificates was determined. d. if the Bank terminates its operations pursuant to Section 4 of this Article within six (6) months of the date upon which any Member ceases to be a Member, all rights of such former Members shall be determined in accordance with the provisions of this same Section.
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Section 3 – Suspension of operations

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Should the Governing Board decide upon the suspension of activities, the Bank shall cease all loan and guarantee operations.

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Section 4 – Liquidation of the Bank

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Should the Governing Board decide upon the termination of operations, the Bank shall forthwith cease all activities except those incidental to the settlement of its obligations and the realisation, conservation and preservation of its assets.

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After all liabilities of the Bank, including satisfaction of rights upon distribution which may previously have been granted by the Bank upon accepting contributions under Article V, have been discharged or provided for, the Members of the Bank shall adopt a plan for the distribution of assets which shall be based on the following principles: a. No Member of the Bank against which the Bank has an unsatisfied claim shall be eligible to participate in the distribution under the plan until it has regularised its position; b. Priority shall be given to using the Bank’s net assets to reimburse to Members the sums paid by them in pursuance of Article IV, in proportion to the number of certificates paid up.

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Any excess of the Bank’s net assets over the aggregate total of such distributed shares shall be allotted to all Members of the Bank in proportion to the number of participating certificates held by each; c. Should there be net liabilities, they shall be distributed among the Members of the Bank in proportion to the number of participating certificates held by each. Each Member will be required to pay its share to the Bank, less the certificates paid up and up to a maximum of the certificates subscribed.

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Article XVI Interpretation of the present Articles of Agreement Any decision of the Administrative Council involving the interpretation of the present Articles of Agreement may be referred to the Governing Board at the request of any Member. Until such time as the Governing Board has made a ruling, the Bank may, to the extent it deems it necessary, act on the basis of the decision of the Administrative Council.

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Article XVII Notifications The Secretary General of the Council of Europe shall notify the Members of the Bank and the Governor of:

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a)the deposit of any declaration or instrument of acceptance of these Articles of Agreement;
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b)any document amending these Articles of Agreement.
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The Secretary General of the Council of Europe shall forward a certified copy of these Articles of Agreement to each Member State of the Council of Europe and to every other Member of the Bank.

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SCHEDULE 3 Guarantee Agreement to be Entered into Between the State and the European Commission Pursuant to Article 10 of Decision 2022/1628 of the European Parliament and of the Council of 20 September 2022

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Section 12

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THE EUROPEAN COMMISSION AND IRELAND GUARANTEE AGREEMENT PURSUANT TO ARTICLE 10 OF EUROPEAN PARLIAMENT AND COUNCIL DECISION (EU) 2022/1628 CONTENTS Clause 1. Guarantee and Indemnity 2. Preservation of Rights 3. Information Undertakings 4. Benefit of the Guarantee Agreement 5. Expiry of the Guarantee 6. Interpretation in Conformity and Partial Invalidity 7. Notices 8. Interpretation 9. Law and Jurisdiction THIS GUARANTEE AGREEMENT is between

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(1)Ireland, (“Guarantor”); and
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(2)The European Commission (“the Commission”) Respectively a Party to this agreement.
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WHEREAS (A) Decision (EU) 2022/1201 of the European Parliament and of the Council of 12 July 2022 providing exceptional macro-financial assistance to Ukraine (“Decision (EU) 2022/1201”) permits the Union, under circumstances contained therein, to make available exceptional macro-financial assistance of a maximum amount of EUR 1 000 000 000 to Ukraine in the form of a loan. (B) Decision (EU) 2022/1628 of the European Parliament and of the Council of 20 September 2022 providing exceptional macro-financial assistance to Ukraine, reinforcing the common provisioning fund by guarantees by the Member States and by specific provisioning for some financial liabilities related to Ukraine guaranteed under Decision No 466/2014/EU, and amending Decision (EU) 2022/1201 (“Decision (EU) 2022/1628”) complements Decision (EU) 2022/1201 by permitting the Union, under circumstances contained therein, to make available further exceptional macro-financial assistance of a maximum amount of EUR 5 000 000 000 to Ukraine in the form of loans. (C) The detailed financial terms of the exceptional macro-financial assistance provided under Decision (EU) 2022/1201 and Decision (EU) 2022/1628 are laid down in the respective loan agreements concluded between the Commission and Ukraine (each one being a “Loan Agreement”). (D) Decision (EU) 2022/1201 and Decision (EU) 2022/1628 have empowered the Commission on behalf of the Union to borrow on the capital markets or from financial institutions in order to finance the exceptional macro-financial assistance to Ukraine (“Borrowings”). (E) In the event of a partial or total non-payment under a Loan Agreement, the Union risks not having sufficient resources under current budgetary planning to fulfil the payment obligations arising from the Borrowings. (F) Decision (EU) 2022/1628 provides that the Member States of the European Union (together called the “Guarantors”) may complement the provisioning in respect of macro financial assistance kept in the Common Provisioning Fund, by providing guarantees up to the total amount of EUR 3 660 000 000 in respect of the Union’s exceptional macro-financial assistance to Ukraine under Article 1 of Decision (EU) 2022/1628 and under Decision (EU) 2022/1201. These guarantees shall be irrevocable, unconditional and on-demand. Article 9(2) of Decision (EU) 2022/1628 provides that the Commission is to conclude an agreement with a contributing Member State on the irrevocable, unconditional and on-demand guarantee (a “Guarantee Agreement”). Article 10 provides for the essential elements of those guarantee agreements.

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(G) Decision (EU) 2022/1628 provides that contributions by Member States in the form of guarantees are needed as an additional layer of protection for the Union budget in addition to 9% provisioning already foreseen in the budget. Analysis of the probability of default and loss-given-default has identified an additional coverage of 61% of the value of the loans as a sound and conservative additional layer of protection for these loans. The share of each Member State in this additional guarantee corresponds to the relative share of that Member State in the total gross national income of the Union as resulting from the 2022 budget, and the nominal amounts of each Member State guarantee are set out in Schedule 1 to this agreement. (H) The ability to call resources from Member States for these amounts is needed to cater for a situation in which the Union would not receive a payment from Ukraine of the macro financial assistance granted under Decision (EU) 2022/1201 and Decision (EU) 2022/1628 in time to meet the Union’s financial obligations arising from bonds issued to finance the loans, or in case the payment schedule of the loans granted under this Decision and Decision (EU) 2022/1201 were to be modified. The Commission would call on a guarantee only if future losses on the new macro-financial assistance to Ukraine exceed the available provisioning set aside in respect of macro-financial assistance under Decision (EU) 2022/1201 and under Decision (EU) 2022/1628 once the overall amounts of initial provisioning set aside in the Common Provisioning Fund in respect of financial liability arising from the covered MFAs have been or are to be drawn down. (I) Decision (EU) 2022/1201 and Decision (EU) 2022/1628 provide that Ukraine may request an interest rate subsidy and coverage of the administrative costs by the Union in respect of the exceptional macro-financial assistance under that Decision, with an envelope being provided for the MFF 2021-27. Non-repayment of interest during this period will therefore not result in calls on the guarantees, as they are already covered by the budget, provided that Ukraine is granted the interest rate subsidy and coverage of the administrative costs by the Union. (J) The exceptional macro-financial assistance under the Loan Agreements and guaranteed under this Guarantee Agreement should be disbursed in instalments each of which may be disbursed in one or more tranches and funded by bonds issued with a range of long term maturities. The information, monitoring and reporting obligations under the Financial Regulation will apply in respect of the macro-financial assistance under the Loan Agreements and the related provisioning held in the Common Provisioning Fund.

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(K) Each Member State of the European Union remains fully and individually liable for the commitments that it has made under a Guarantee Agreement.

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1.GUARANTEE AND INDEMNITY 1.1 Guarantee The Guarantor hereby unconditionally and irrevocably guarantees to the Union the due and punctual payment on demand of up to 100 per cent of its contribution (the “Guaranteed Contribution”) and accordingly undertakes to pay to the Union, within 20 (twenty) Business Days of receiving a written demand from the Commission in accordance with this Guarantee Agreement (a “Demand”) up to 100 per cent of its Guaranteed Contribution.
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1.2 This Guarantee Agreement is solely related to Borrowings, and the associated Loan Agreements, that are authorised by Decision (EU) 2022/1201 and Decision (EU) 2022/1628. Any other Union borrowings on capital markets and with financial institutions, and other loan agreements, shall not give rise to any claim or liability under this Guarantee Agreement.

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1.3 The Guaranteed Contribution of the Guarantor is equal to the value set out in column “Amount (EUR)” next to the Guarantor’s name in the Schedule attached to this Guarantee Agreement. The Guarantee Contribution Key of the Guarantor is equal to the share indicated in the column “GNI Key” set out next to the Guarantor’s name in the Schedule to this Guarantee Agreement.

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1.4 The cumulative total value of any or all Demanded Amounts (as defined by Clause 1.6) on the Guarantor may never exceed the Guaranteed Contribution of the Guarantor. The Guarantor shall not be liable to pay an amount in excess of its Guaranteed Contribution.

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1.5 The obligations of the Guarantor under this Guarantee Agreement and of other Guarantors under their respective Guarantee Agreements are several only.

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1.6 A Demand under this Guarantee may be made by the Commission at any time before or after a principal payment, or where relevant, an interest payment or any other amount is due under Borrowings (together the “Amount Due”), if: (i) the Union (for whatsoever reason) has not received in full a payment as and when due under a Loan Agreement or it is notified by Ukraine or becomes aware that Ukraine will not make or will not be able to make payment in full under such a Loan Agreement as and when such payment is due, or that the payment schedule established in a Loan Agreement has been or is to be modified for whatsoever reason; and (ii) the Commission has informed or informs the Guarantor that the overall amounts of the initial, or subsequently replenished, provisioning set aside in the Common Provisioning Fund authorised under Decision (EU) 2022/1628 in respect of macro financial assistance to Ukraine authorised under Decision (EU) 2022/1201 and Decision (EU) 2022/1628 has been or will be fully drawn down.

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In such an event, the Commission shall at its sole discretion determine an amount to be called from the Guarantors (“Amount of the Call”), up to the total amount of the maximum Guaranteed Contributions, in order to ensure that the Union has sufficient resources to fulfil the payment obligations arising from the Borrowings, in accordance with the principle of sound financial management. In particular, in determining the Amount of the Call, the Commission shall aim at having sufficient resources to pay the Amount Due and at the replenishment of the Common Provisioning Fund to reach up to the level of paid in provisioning provided for under Article 11(1) second sentence of Decision (EU) 2022/1628.

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The Commission shall make Demands on all Guarantors. The Demands shall be pro rata to the relative share of each Guarantor in the Guarantee Contribution Key.

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Any Demand shall specify the Amount Due, the extent to which amounts set aside in the Common Provisioning Fund have been or will be drawn, and the Amount of the Call, and shall request in writing the Guarantor to transfer an amount equal to its Guarantee Contribution Key of the Amount of the Call (such amount being the “Demanded Amount”), in cleared funds to the account referred to in Clause 1.8. The Demanded Amount shall comply with Clause 1.4. The Guarantor unconditionally and irrevocably guarantees to the Commission the due and punctual payment of the Demanded Amount on demand and the Guarantor shall transfer the Demanded Amount in accordance with the terms of such Demand. The transfer shall occur within 20 (twenty) Business Days of receiving the Demand from the Commission. The Guarantor, which failed to honour the Demand, shall remain liable to honour it.

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1.7 The Commission shall reimburse the Guarantor from amount(s) recovered by the Commission in respect of the Loan Agreement(s) in a proportion to the Demanded Amounts paid by the Guarantor in the Amount(s) of Call(s). The sum of amounts reimbursed to the Guarantor shall not exceed the sum of Demanded Amounts paid by the Guarantor.

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For the purposes of reimbursement, the Commission shall by notice request payment details of the Guarantor and upon their receipt reimburse the Guarantor within ten (10) Business Days for any amount provided under the respective Demand.

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1.8 Payments under this Guarantee Agreement shall be made to the account as identified in each Demand.

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1.9 The Guarantor is not entitled to set-off or deduct any amounts owed to it by the Union from any payments due by the Guarantor under this Guarantee Agreement.

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2.PRESERVATION OF RIGHTS 2.1 Continuing obligations The obligations of the Guarantor herein contained shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever and shall not be considered satisfied by any intermediate payment or satisfaction of all or any of the Union’s obligations under or in respect of any Borrowings and shall continue in full force and effect for so long as and until all sums due from the Union in respect of the Borrowings have been paid, and all other actual or contingent obligations of the Union thereunder or in respect thereof have been satisfied, in full provided that each Guarantor shall only be liable for its Guaranteed Contribution.
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2.2 Obligations not discharged The obligations of the Guarantor herein contained shall not be discharged, impaired or otherwise affected by:

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2.2.1 Indulgence, Waivers or Consents: time or other indulgence or any waiver or consent being granted or agreed to be granted to the Union or to the Commission in respect of any of its obligations under or in respect of any Borrowings and/or Loan Agreement; or 2.2.2 Amendment: any amendment, novation, supplement, extension, (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement, waiver or release of, any obligation of the Union under or in respect of any Borrowings or any security or other guarantee or indemnity in respect thereof including without limitation any extension of or any increase of the obligations of the Union in respect of any Borrowings or the addition of any new obligations for the Union provided that none of the foregoing shall result in any increase of the Guarantor’s liability under this Guarantee Agreement.

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2.3 Pari passu The Guarantor undertakes that its obligations hereunder will at all times rank pari passu with all other present and future, direct, unconditional, unsubordinated and unsecured obligations of such Guarantor.

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2.4 Subrogation of Guarantor’s Rights Acknowledging that this Guarantee Agreement does not guarantee the repayment of the Loan Agreements, the Guarantor acknowledges that it is not entitled to any rights of subrogation.

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3.INFORMATION UNDERTAKINGS 3.1 The Commission shall inform the General Secretariat of the Council of the European Union of the signature of the Guarantee Agreement.
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3.2 The Commission shall immediately notify the Guarantors of becoming aware of any event that may reasonably be expected to result in a call under the Guarantee Agreement.

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3.3 The Commission shall inform Guarantors on the outstanding claims under Loan Agreements and liabilities under Borrowings (including the planned interest and principal payments) in respect of macro-financial assistance under Decision (EU) 2022/1201 and under Decision (EU) 2022/1628 on a quarterly basis.

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4.BENEFIT OF THE GUARANTEE AGREEMENT 4.1 Benefit The Guarantor shall honour this Guarantee Agreement on demand.
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4.2 Assignment The Guarantor shall not be entitled to assign or transfer all or any of their rights, benefits and obligations hereunder.

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5.EXPIRY OF THE GUARANTEE 5.1 Subject to Clause 5.2, this Guarantee Agreement shall expire on the date (the “Expiration Date”) which is the earlier of (i) the date when all Borrowings have been irrevocably paid in full, no further Borrowings may be issued under Decision (EU) 2022/1628, and any and all obligations of the Guarantor have been fully and irrevocably paid and (ii) 31 December 2058.
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5.2 In the event of any Demand under this Guarantee Agreement, the obligation of the Commission to reimburse the Guarantor from amounts recovered in line with Clause 1.7 shall continue until there is a reimbursement in full notwithstanding the occurrence of the Expiration Date.

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6.INTERPRETATION IN CONFORMITY AND PARTIAL INVALIDITY All provisions hereof shall be interpreted, in case of doubt, so that they are in conformity with the governing law. If at any time any provision hereof is or becomes illegal, invalid or unenforceable under the governing law, the legality, validity or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
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7.NOTICES 7.1 Address for notices All notices, demands and other communications to the Guarantor hereunder shall be made in writing (by letter, fax, or e-mail) and shall be sent to the Guarantor at: […] […] […] Fax: […] E-mail: […] Attention: […] With a copy to:
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European Commission Fax:

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BUDG-Fax-E2@ec.europa.eu E-mail: budg-e-back-office@ec.europa.eu Attention:

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BUDG E Back Office or, in relation to the Guarantor, to such other address or fax number or for the attention of such other person or department as the Guarantor has notified to the Commission in the manner prescribed for the giving of notices.

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7.2 Effectiveness Every notice, demand or other communication sent in accordance with Clause 7.1 (Address for notices) shall be effective upon actual receipt by the Guarantor; provided that any such notice, demand or other communication which would otherwise take effect after 4.00 p.m. on any particular day or on a day which is not a Business Day shall not take effect until 10.00 a.m. on the immediately succeeding Business Day.

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8.INTERPRETATION 8.1 Definitions In this Guarantee Agreement: “Business Day” shall mean a day on which the TARGET2 payment system is open for business.
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8.2 Other agreements All references in this Guarantee Agreement to an agreement, instrument or other document shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, restated, extended, replaced or novated from time to time.

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9.LAW AND JURISDICTION 9.1 Governing law This Guarantee Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with European Union law, supplemented if necessary by the Luxembourgish law.
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9.2 Exclusive Jurisdiction The Court of Justice of the European Union, in accordance with Article 272 of the Treaty on the Functioning of the European Union, shall have exclusive jurisdiction to settle any dispute (a “Dispute”), arising out of or in connection with this Guarantee Agreement (including a dispute relating to the existence, validity or termination of this Guarantee Agreement or any non-contractual obligation arising out of or in connection with this Guarantee Agreement) or the consequences of its nullity.

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All Clauses and terms stipulated herein have been duly noted and approved by the Ireland and the Commission. This Guarantee Agreement shall enter into force upon the date of signature by the last Party.

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Done in two originals, one for the Guarantor and for the Commission.

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EXECUTED as a guarantee by Ireland Represented by:

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Mr Michael McGRATH, TD Minister for Finance Date:

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EXECUTED as a guarantee by the European Commission Represented by:

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SCHEDULE GUARANTEED CONTRIBUTIONS Member State GNI Key Amount (EUR) Kingdom of Belgium 0,034000174878957 124 440 640 Republic of Bulgaria 0,004550449681350 16 654 646 Czech Republic 0,015687822964194 57 417 432 Kingdom of Denmark 0,023558303784917 86 223 392 Federal Republic of Germany 0,253247029326755 926 884 129 Republic of Estonia 0,002022510226741 7 402 387 Ireland 0,021021584078222 76 938 998 Hellenic Republic 0,012368780107407 45 269 735 Kingdom of Spain 0,087654863376925 320 816 800 French Republic 0,174521278940931 638 747 881 Republic of Croatia 0,003837286143212 14 044 467 Italian Republic 0,124701335288098 456 406 887 Republic of Cyprus 0,001503305549774 5 502 098 Republic of Latvia 0,002211957947675 8 095 766 Republic of Lithuania 0,003544290610155 12 972 104 Grand Duchy of Luxembourg 0,003118952609779 11 415 367 Hungary 0,010378150397812 37 984 030 Republic of Malta 0,000908164465981 3 323 882 Kingdom of the Netherlands 0,058849700115398 215 389 902 Republic of Austria 0,027837527042134 101 885 349 Republic of Poland 0,037802158492532 138 355 900 Portuguese Republic 0,015023098718768 54 984 541 Romania 0,016517449218175 60 453 864 Republic of Slovenia 0,003417205537271 12 506 972 Slovak Republic 0,006853712838507 25 084 589 Republic of Finland 0,017546264835718 64 219 329 Kingdom of Sweden 0,037316642822613 136 578 913 EU-27 3 660 000 000 SCHEDULE 4 Contribution Agreement to be Entered into Between the State and the European Commission Pursuant to Article 7(1) of Regulation (EU) 2022/2463 of the European Parliament and of the Council of 14 December 2022

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Section 17

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THE EUROPEAN COMMISSION AND IRELAND CONTRIBUTION AGREEMENT PURSUANT TO ARTICLE 7 OF EUROPEAN PARLIAMENT AND COUNCIL REGULATION (EU) 2022/2463 CONTENTS Clause 1. CONTRIBUTION 2. INFORMATION UNDERTAKINGS 3. INTERPRETATION IN CONFORMITY AND PARTIAL INVALIDITY 4. NOTICES 5. INTERPRETATION 6. LAW AND JURISDICTION 7. REVIEW 8. AMENDMENTS 9. ENTRY INTO FORCE THIS CONTRIBUTION AGREEMENT is between

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(1)Ireland, (“Contributor”); and
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(2)The European Commission (“the Commission”) Respectively a Party to this agreement.
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WHEREAS (A) Regulation (EU) 2022/2463 of the European Parliament and of the Council of 14 December 2022 establishing an instrument (the “Instrument”) for providing support to Ukraine for 2023 (macro-financial assistance +)(“Regulation (EU) 2022/2463”) authorises the Commission to make available a Union support to Ukraine in the form of loans with a maximum amount of up to EUR 18 000 000 000, non-repayable support and an interest rate subsidy. (B) The Commission and Ukraine signed a Memorandum of Understanding (“MoU”) detailing the conditions for the support on 16 January 2023. (C) The detailed financial terms of the support under the Instrument in the form of loans provided under Regulation (EU) 2022/2463 are laid down in the loan agreement concluded between the Commission and Ukraine on 16 January 2023 (“Loan Agreement”). (D) Regulation (EU) 2022/2463 provides that Ukraine may request each year an interest rate subsidy and coverage of the administrative costs by the Union in respect of the support under the Instrument. The Loan Agreement specifies that, upon request by Ukraine, the European Union may grant such a subsidy (the “Borrowing Costs Subsidy”) covering cost of funding, cost of liquidity management, and cost of service as defined in Commission Implementing Decision (EU, Euratom) 2022/2545 of 19 December 2022 on establishing the framework for allocating costs related to borrowing and debt management operations under the diversified funding strategy5 , as amended or replaced as the case may be (the “Cost Allocation Methodology”). (E) Additional support under Regulation (EU) 2022/2463 is to be available for covering the Borrowing Costs Subsidy for the period from 1 January 2023 to 31 December 2027, with the exception of costs related to early repayment of the loan, in respect of the loans under the Regulation (EU) 2022/2463 (the “Covered Support”). (F) As provided in the Commission declaration of 9 December 2022 on the contributions by Member States to the interest rate subsidy for the MFA+ loans to Ukraine (the “Declaration”), the contributions shall only cover the interest rate subsidy, namely the cost of funding and cost of liquidity management, and not the administrative costs related to the borrowing and lending operations, namely the cost of service. (G) Regulation (EU) 2022/2463 provides that the Member States of the European Union (together called the “Contributors”) may contribute to the Covered Support, insofar as that is not covered by other resources. To that effect, they have issued on 16 December 2022 a statement on financial support to Ukraine6

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whereby they expressed their readiness to enter into contribution agreements with the Commission in accordance with and subject to the completion of the applicable national procedures when the amounts needed cannot be fully or partially made available from the Union budget. (H) The Commission committed in its Declaration that it will examine, in the context of the annual budgetary procedure, the availabilities under the Union budget within the limits of available resources while ensuring the need to maintain sufficient margins and flexibilities to cope with unexpected events in the course of the financial year. This examination shall be conducted with the intention to propose a minimum amount and the results will be reflected in the Commission’s draft annual budget for each year in which the contribution agreements remain in place. The amounts to be called from Contributors for each given year under each Contribution Agreement will be known inter alia upon conclusion of the annual budgetary procedure by the budgetary authority. The Commission will, once amounts to be paid from the Union budget and any remaining amounts to be provided by Member States are known, communicate the amounts to be called under each Contribution Agreement to each Contributor. (I) Through their Contribution Agreement, the Contributors should irrevocably and unconditionally undertake to make the contributions available to the Commission on demand by concluding a contribution agreement with the Commission within the meaning of Article 22(2) of Regulation (EU, Euratom) 2018/1046 of the European Parliament and of the Council of 18 July 2018 on the financial rules applicable to the general budget of the Union, amending Regulations (EU) No 1296/2013, (EU), No 1301/2013, (EU) No 1303/2013, (EU) No 1304/2013, (EU) No 1309/2013, (EU) No 1316/2013, (EU) No 223/2014, (EU) No 283/2014, and Decision No 541/2014/EU and repealing Regulation (EU, Euratom) No 966/2017 (“Financial Regulation”). These qualities of the Contribution Agreement are needed to ensure that the Union is able to fulfil its undertakings to Ukraine to cover the Borrowing Costs Subsidy in full, and to establish confidence that all Contributors are bound by the same clear and unequivocal commitment. Article 7(1), second subparagraph of Regulation (EU) 2022/2463 provides that the contributions by Member States are to become available in respect of any amount set in an agreement with the respective Member State after that agreement enters into force.

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(J) Each Contributor remains fully and individually liable for the commitments that it has made under a Contribution Agreement. In particular, the Contributor will not be called upon to compensate for any other Member State’s failure to make its contribution. (K) These contributions are to constitute external assigned revenue in accordance with Article 21(2), point (a)(ii) of the Financial Regulation. (L) The Commission’s funding strategy, set out in Article 220a of the Financial Regulation (“Diversified Funding Strategy”) applies, in accordance with Article 16(1) of Regulation (EU) 2022/2463, to the funding of loan support, provided under that Regulation. The Commission will provide the Contributors with adequate information, based on a written request, to support them to fulfil any national legal obligations. (M) According to Article 7(1) of Regulation (EU) 2022/2463, the GNI key for the contributions by each Contributor in a given year will be based on the GNI contributions of each Contributor to the EU budget for the year before, as per the last adopted annual or amending annual budget. In order to facilitate the preparation of national annual and multiannual budgets for the period covered by this Contribution Agreement, a schedule is attached, indicating the maximum amounts that may be contributed by each Member State. These amounts are based on conservative assumptions regarding interest rates on funds raised. (N) The Commission will communicate by June 2023 to the European Parliament and to the Council the estimated maximum amounts that could be called from Member States in 2024 on the basis of known costs established in respect of already disbursed amounts and conservative assumptions regarding potential costs on remaining amounts under the Loan Agreement. (O) The Commission will communicate in early 2024 without delay the final figures of the expected maximum contributions to the European Parliament and to the Council, namely once the interest rates on the loans are fully fixed and no longer subject to further change or uncertainty. If the interest rate movements are more unfavourable than those used to determine the maximum amounts, thereby causing the maximum amounts under this Contribution Agreement to fall short of what may be needed to cover the funding cost of the loans, the Commission will inform without delay the Council and European Parliament. The Commission may on this basis initiate a review of all the Contribution Agreements in order to ensure coverage of the revised maximum amount, with each Member State’s amount continuing to be established on the basis of its pro rata share of GNI. Upon conclusion of such review, the organisation and timing for completion of any modifications of Contribution Agreements will be subject to the relevant national requirements and procedures.

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(P) For the remaining years covered by this Contribution Agreement, the Commission will communicate the amounts to be called from Contributors inter alia upon conclusion of the annual budgetary procedure by the budgetary authority for the following year. While the funding cost of the loans to Ukraine will be constant for all remaining years, the amounts to be called from Contributors can only be communicated once the share of costs to be covered by the Union budget and by the Contributors is known. (Q) The agreement will expire on 31 December 2027 unless otherwise decided by the Parties to this Contribution Agreement. It should be possible to review the contributions for the case that there be further developments or to renew the contributions from Member States beyond 2027, unless covered through other means in future multiannual financial frameworks.

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1.CONTRIBUTION 1.1 Contribution The Contributor hereby unconditionally and irrevocably makes available to the Union up to 100 per cent of its contribution to the Covered Support, which will cover the cost of funding and cost of liquidity management and exclude the cost of service (the “Contribution”), and accordingly undertakes to pay to the Union upon a written demand issued as of 2024 up until the expiry date of this agreement (the “Demand”) the amount requested by the Commission, which shall be up to 100 per cent of its Contribution, in accordance with this Contribution Agreement (the “Demanded Amount”).
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1.2 This Contribution Agreement is related to the Loan Agreement that is concluded under Article 16(2) of Regulation (EU) 2022/2463 in accordance with Article 220 of the Financial Regulation and to the costs allocated to disbursements under the Loan Agreement in accordance with the Cost Allocation Methodology.

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1.3 The Contribution shall not exceed the value set out in column “Amount (EUR)” next to the Contributor’s name in the Schedule attached to this Contribution Agreement.

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1.4 Pursuant to Article 7(1) of Regulation (EU) 2022/2463, the contribution key in a given year shall be based on the GNI contributions of the Contributor to the Union budget for the year before, as per the last adopted annual or amending budget (“Contribution Key”).

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1.5 The obligations of the Contributor under this Contribution Agreement and of other Contributors under their respective Contribution Agreements are several only.

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1.6 The Commission shall determine the Demanded Amount as the share of the Contributor in accordance with the Contribution Key of the invoice under the Loan Agreement established in accordance with the Cost Allocation Methodology, insofar as the invoice is not paid from other resources.

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1.7 The Contributor shall transfer the Demanded Amount in accordance with the terms of the Demand in cleared funds to the account referred to in the Demand. The transfer shall occur by the day indicated by the Commission in the Demand (“Transfer Date”). The Transfer Date shall not be earlier than 45 Business Days from the date of the Demand. The Contributor, which fails to honour the Demand, shall remain liable to honour it.

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1.8 The Contributor is not entitled to offset or deduct any amounts owed to it by the Union from any payments due by the Contributor under this Contribution Agreement.

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1.9 If the Contributor fails to pay any sum payable under the Demand on its Transfer Date, the Contributor shall pay in addition default interest on such a sum (or, as the case may be, the amount thereof for the time being due and unpaid) to the Commission from the Transfer Date to the date of actual payment in full, calculated by reference to successive interest periods (each of such length as the Commission may from time to time select, the first period beginning on the relevant Transfer Date and, wherever possible, the length of such period shall be that of one week) on such overdue sum at the higher of (a) a rate per annum being the aggregate of (i) 350 basis points, and (ii) the rate applied by the European Central Bank to its principal refinancing operations, or (b) 0 basis points.

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So long as the failure to pay continues, such rate shall be re-fixed in accordance with the provisions of this paragraph of this Clause 1.9 on the last day of each such interest period and unpaid interest under this Clause 1.9 concerning previous interest periods shall be added to the amount of interest due at the end of each such interest period. The default interest is immediately due and payable.

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1.10 The Contributor undertakes to pay to the Commission all additional interest and all costs and expenses, including legal fees, incurred and payable by the Commission as a result of a breach of any obligation under this Contribution Agreement by the Contributor.

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2.INFORMATION UNDERTAKINGS 2.1 The Commission shall inform the General Secretariat of the Council of the European Union of the signature of the Contribution Agreement.
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2.2 The Commission shall inform Contributors on the outstanding claims under the Loan Agreements, including the planned interest and principal payments on an annual basis.

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2.3 By the latest of 31 January 2024 the Commission shall notify the Contributor the total amounts to be paid in 2024.

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2.4 In the remaining years covered by the Contribution Agreement, the Commission shall notify the Contributor of the total amounts to be collected in any given year within 20 business days of the declaration of the annual budget being definitively adopted in accordance with Article 314(9) TFEU.

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2.5 The Commission shall inform Contributors about the receipt of a request for the Borrowing Costs Subsidy from Ukraine.

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3.INTERPRETATION IN CONFORMITY AND PARTIAL INVALIDITY All provisions hereof shall be interpreted, in case of doubt, so that they are in conformity with the governing law. If at any time any provision hereof is or becomes illegal, invalid or unenforceable under the governing law, the legality, validity or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
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4.EXPIRY DATE This Contribution Agreement expires on 31 December 2027.
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5.NOTICES 5.1 Address for notices All notices, demands and other communications to the Contributor hereunder shall be made in writing (by letter, fax, or e-mail) and shall be sent to the Contributor at: […] […] […] Fax: […] E-mail: […] Attention: […] With a copy to:
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European Commission Fax:

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BUDG-Fax-E2@ec.europa.eu E-mail: budg-e-back-office@ec.europa.eu Attention:

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BUDG E Back Office or, in relation to the Contributor, to such other address or fax number or for the attention of such other person or department as the Contributor has notified to the Commission in the manner prescribed for the giving of notices.

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5.2 Effectiveness Every notice, demand or other communication sent in accordance with Clause 5.1 (Address for notices) shall be effective upon actual receipt by the Contributor; provided that any such notice, demand or other communication which would otherwise take effect after 4.00 p.m. Luxembourg time on any particular day or on a day which is not a Business Day shall not take effect until 10.00 a.m. Luxembourg time on the immediately succeeding Business Day.

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6.INTERPRETATION 6.1 Definitions In this Contribution Agreement with annexes: “Business Day” shall mean a day on which the TARGET2 payment system is open for business.
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6.2 Other agreements All references in this Contribution Agreement to an agreement, instrument or other document shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, restated, extended, replaced or novated from time to time.

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7.LAW AND JURISDICTION 7.1 Governing law This Contribution Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with European Union law, supplemented if necessary by the Luxembourgish law.
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7.2 Exclusive Jurisdiction The Court of Justice of the European Union, in accordance with Article 272 of the Treaty on the Functioning of the European Union, shall have exclusive jurisdiction to settle any dispute (a “Dispute”), arising out of or in connection with this Contribution Agreement (including a dispute relating to the existence, validity or termination of this Contribution Agreement or any non-contractual obligation arising out of or in connection with this Contribution Agreement) or the consequences of its nullity.

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8.REVIEW AND EXTENSION This Contribution Agreement shall be subject to review after 31 December 2023, as a last resort and unless financed from the Union’s budget, in case the final costs of the interest rate subsidy under Regulation (EU) 2022/2463 exceed the amounts foreseen by all Contribution Agreements. In particular, once the cost of funding from the loans under the Loan Agreement is definitively established, the Commission shall communicate to Contributors the eventual size of the increased contributions needed to cover excess costs over and above those indicated in the annexed Schedule.
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This Contribution Agreement shall be subject to review for an extension to provide contributions to the additional support under Regulation (EU) 2022/2463 for covering the interest rate subsidy beyond 31 December 2027, unless that support is covered through other means in future multiannual financial frameworks.

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9.AMENDMENTS Any modification to this Contribution Agreement, including the annexed schedule, shall be set out in writing in an amendment signed by the Commission and the Contributor.
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10.ENTRY INTO FORCE This Contribution Agreement shall enter into force upon the date of signature by the last Party and, if applicable, subject to the notification by the Contributor that it has met all the requirements under its constitutional or other laws for the valid assumption of all its obligations under the agreement. All Clauses and terms stipulated herein have been duly noted and approved by Ireland and the Commission.
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Done in two originals in the English language, one for the Contributor and for the Commission. by Ireland.

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Represented by:

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Mr Michael McGRATH, TD Minister for Finance Date: by the European Commission Represented by:

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SCHEDULE MAXIMUM CONTRIBUTIONS PER MEMBER STATE FOR THE PERIOD 2024-2027 Member State GNI key Guaranteed contribution (EUR) Belgium 0.034545093545251 96,726,262 Bulgaria 0.004882374366316 13,670,648 Czech Republic 0.017064891897066 47,781,697 Denmark 0.023155641433738 64,835,796 Germany 0.253394975610951 709,505,932 Estonia 0.002103795558836 5,890,628 Ireland 0.022723275588721 63,625,172 Greece 0.012847103934769 35,971,891 Spain 0.084842324203730 237,558,508 France 0.171294798888959 479,625,437 Croatia 0.003901507855638 10,924,222 Italy 0.122025596681370 341,671,671 Cyprus 0.001547257669073 4,332,321 Latvia 0.002311162075974 6,471,254 Lithuania 0.003776710011764 10,574,788 Luxembourg 0.003706405774364 10,377,936 Hungary 0.010248890252613 28,696,893 Malta 0.000954699517702 2,673,159 Netherlands 0.059194038946719 165,743,309 Austria 0.027911438723363 78,152,028 Poland 0.041157735014047 115,241,658 Portugal 0.014632349331283 40,970,578 Romania 0.017606907565873 49,299,341 Slovenia 0.003633267035028 10,173,148 Slovak Republic 0.007079861871162 19,823,613 Finland 0.017188603795393 48,128,091 EU-27 2,800,000,000 1 OJ No. L 245, 22.9.2022, p.1.

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2 OJ No. L 322, 16.12.2022, p. 1.

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3 OJ No. L 245, 22.9.2022, p.1.

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4 OJ No. L 322, 16.12.2022, p.1 1 The text of this Article was adopted by the Committee of Ministers at the 496th meeting of the Ministers’ Deputies by resolution (93) 22.

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1 Modified by the Governing Board by its Resolution 384 adopted at the 196th meeting (Paris, 26 November 2010) 1 Modified by the Governing Board by its Resolution 384 adopted at the 196th meeting (Paris, 26 November 2010) 1 Modified by the Governing Board by its Resolution 394 adopted at the 200th meeting (Paris, 25 November 2011).

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5 OJ L 328, 22.12.2022, p. 123.

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6 Statement of the representatives of the Member States, meeting in the margins of the Permanent Representatives Committee, on financial support to Ukraine, 16170/22 7 OJ L 193, 30.7.2018, p. 1.

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