On the Ratification of the Articles of Agreement of the Asian Infrastructure Investment Bank

The Law of the Republic of Kazakhstan dated January 27, 2016 No. 447-V SAM

     To ratify Articles of the Agreement of the Asian Infrastructure Investment Bank, signed in Beijing on June 29, 2015.

     President of the Republic of Kazakhstan N. NAZARBAYEV

  Articles of Agreement of the ASIAN INFRASTRUCTURE INVESTMENT BANK

     The countries on whose behalf this Agreement has been signed have agreed as follows:       CONSIDERING the importance of regional cooperation in maintaining sustainable growth and stimulating the economic and social development of Asian countries, and thereby contributing to the resilience of the region's economies to potential financial crises and other external shocks in the context of globalization;       RECOGNIZING the importance of infrastructure development in expanding regional ties and enhancing regional integration, thereby contributing to the growth and support of sustainable social development of the Asian population, as well as contributing to the dynamics of the global economy; REALIZING that the significant long-term financing needs for infrastructure development in Asia will be more fully met through partnerships between existing multilateral development banks and the Asian Infrastructure Investment Bank (hereinafter - the Bank);       CONVINCED that the establishment of the Bank as a multilateral financial institution focused on infrastructure development will help to mobilize much-needed additional resources inside and outside Asia and eliminate financing bottlenecks faced by individual Asian countries, as well as complement the activities of existing multilateral development banks to promote sustainable and stable growth in Asia; AGREED to establish a Bank that operates in accordance with the following provisions:

  CHAPTER I PURPOSE, FUNCTIONS AND MEMBERSHIP

  Article 1 Objectives

       1. The purpose of the Bank is to: (i) promote sustainable economic development, enhance well-being, and improve infrastructure connectivity in Asia through investments in infrastructure and other productive sectors of the economy; and (ii) foster regional cooperation and partnership in addressing development challenges through close collaboration with other multilateral and bilateral organizations. development institutions.         2. In all cases where the terms "Asia" and "region" are used in this Agreement, these terms include geographical regions and their constituent parts related to Asia and Oceania according to the UN classification, unless the Governing Council decides otherwise.  

  Article 2 Functions

     To achieve its goal, the Bank is endowed with the following functions:        (i) to promote the investment of public and private capital in the region for development purposes, in particular for the development of infrastructure and other production sectors;         (ii) use the resources at its disposal to finance such development in the region, including those projects and programmes that will most effectively contribute to harmonious economic growth in the region as a whole, as well as pay special attention to the needs of the Bank's less developed member States represented in the region.;         (iii) to encourage private investment in projects, enterprises and activities that contribute to economic development in the region, in particular in infrastructure and other productive sectors, and to complement private investment when it is not possible to attract private capital on acceptable terms; and (iv) to carry out other activities and provide other services that can contribute to to perform these functions.  

  Article 3 Membership

       1. Membership of the Bank is open to members of the International Bank for Reconstruction and Development or the Asian Development Bank.        (a) Regional members are the States listed in Part A of Annex A to this Agreement and other Member States that are part of the Asian region in accordance with Article 1 of this Agreement. All other States are non-regional members.       (b) The founding Members are the States listed in Annex A to this Agreement, which have signed this Agreement on the date specified in Article 57, or before its occurrence and who have fulfilled all other conditions of membership before the final date specified in paragraph 1 of Article 58 of this Agreement.       2. Members of the International Bank for Reconstruction and Development or the Asian Development Bank who do not become members of the Bank in accordance with Article 58 of this Agreement may be admitted to membership in accordance with such conditions as the Bank determines, by a special majority vote of the Board of Governors, as provided in Article 28 of this Agreement.         3. If a candidate for membership is not a sovereign State or is not responsible for conducting its foreign policy, the application for membership in the Bank must be submitted or coordinated with the member of the Bank responsible for the foreign policy of this candidate for membership.  

  CHAPTER II CAPITAL

  Article 4 Authorized capital

     1. The authorized capital of the Bank is one hundred billion US dollars ($100000000000), divided into one million (1000000) shares, which have a par value of one hundred thousand dollars ($100,000) each, subscription to which is open only to members of the Bank in accordance with the provisions of Article 5 of this Agreement.         2. The initial authorized capital is divided into paid-in shares and paid-on-demand shares. Shares having a combined par value of twenty billion dollars ($20000000000) are billable shares, and shares having a combined par value of eighty billion dollars ($8000000000000) are billable shares.        3. The authorized capital of the Bank may be increased by a decision of the Board of Governors by a super majority of votes, as provided for by In accordance with Article 28 of this Agreement, at such times and on such terms as it deems appropriate, including the parameters of the proportion between paid shares and shares paid on demand.        4. In cases where the terms "dollar" and the "$" symbol are used in this Agreement, they are understood as the official currency of payment of the United States of America.

  Article 5 Subscription to shares

     1. Each member of the Bank subscribes to shares forming the Bank's capital. Each subscription to the initial authorized capital is carried out for paid-up and on-demand shares in the ratio of two (2) to eight (8). The initial number of shares that can be subscribed to by States that become members of the Bank in accordance with Article 58 of this Agreement is set out in Appendix A. 2. The initial number of shares to which Member States may subscribe in accordance with paragraph 2 of Article 3 of this Agreement shall be determined by the Board of Governors; however, on condition that no such subscription is permitted, resulting in a reduction in the percentage of capital owned by regional members of the Bank to below seventy-five (75) percent of the total amount of the distributed capital, unless otherwise decided by the Board of Governors by a super majority of votes, as provided by Article 28 of this Agreement.        3. The Board of Governors may, at the request of a member of the Bank, increase the subscription amount of that member on such terms as may be determined by a supermajority of votes of the Board of Governors, as provided by Article 28 of this Agreement; however, provided that no such subscription by a member of the Bank is allowed, as a result of which the percentage of capital owned by regional members would decrease to below seventy-five (75) percent of the total subscribed capital, unless otherwise decided by the Board of Governors by a super majority of votes, as provided Article 28 of this Agreement.         4. The Board of Governors conducts a capital review of the Bank at least once every five (5) years. In the event of an increase in the amount of authorized capital, each member of the Bank has a sufficient opportunity to subscribe, on such terms as the Board of Governors determines, to a share in the capital increase, which is equivalent to the share of shares subscribed by this member of the Bank in the total distributed capital immediately prior to such an increase. No member of the Bank is required to subscribe to any part of the increased capital.  

  Article 6 Payment for subscription to shares

1. The payment of the share in the distributed capital initially subscribed to by each signatory party that becomes a member of the Bank in accordance with Article 58 of this Agreement shall be made in five (5) installments of twenty (20) percent of this amount each, except as provided for in paragraph 5 of this Article. The initial contribution shall be paid by each member of the Bank within thirty (30) days after the entry into force of this Agreement or on the date (or before its occurrence) when an instrument of ratification, acceptance or approval is deposited on behalf of a member of the Bank in accordance with paragraph 1 of Article 58 of this Agreement, whichever of the the specified dates will come later. The deadline for payment of the second installment is one (1) year after the entry into force of this Agreement. Each of the remaining three (3) contributions is payable sequentially one (1) year after the due date of the previous contribution.       2. Payment for each contribution under the initial subscription to the initial paid-up capital shall be made in dollars or other convertible currency, except for the cases provided for in paragraph 5 of this Article. The Bank can convert such payments into dollars at any time. All rights, including voting rights, arising from paid shares and related shares paid on demand, for which the due date has arrived but payment has not been received by the Bank, are suspended until the Bank receives the fully paid amount due.       3. The payment of subscription amounts to the Bank's on-demand capital may be required only when required by the Bank to fulfill its obligations. In the event of such claims, payment may be made at the option of the relevant member of the Bank in dollars or in the currency necessary to fulfill the obligations of the Bank in connection with which the claim arose. Unpaid subscription claims have a single percentage value for all paid-on-demand shares.       4. The Bank will determine the location for the transfer of any payment in accordance with this Article, provided that, prior to the inaugural meeting of the Board of Governors, payment of the first installment referred to in paragraph 1 of this Article will be made in favor of the Government of the People's Republic of China, which is the Bank's proxy.       5. A member of the Bank considered to be the least developed State for the purposes of this paragraph may alternatively pay for its subscription to the Bank's capital in accordance with paragraphs 1 and 2 of this Article in one of the following ways:       (a) in full in dollars or other convertible currency, in no more than 10 installments, each equal to ten (10) percent of the total amount; the first and second installments are due in accordance with paragraph 1, and the third to tenth installments are due two years and for each subsequent year after the date of entry into force by virtue of this Agreement; or (b) partially in dollars or other convertible currency, as well as in the national currency of a Bank member, the share of which does not exceed fifty (50) percent of the amount of each contribution, in accordance with the payment schedule provided for in paragraph 1 of this Article. The following provisions shall apply to payments made in accordance with this subparagraph (b): (i) A Member of the Bank shall notify the Bank at the time of subscription in accordance with paragraph 1 of this Article of the proportion of payments to be made in the national currency.       (ii) In accordance with this paragraph 5, each payment made by a member of the Bank in the national currency must be an amount that the Bank determines to be equivalent to the amount of the paid subscription expressed in dollars. The initial payment shall be such amount as the member of the Bank deems acceptable in accordance with this Agreement, but subject to such adjustment as the Bank deems necessary to ensure the full dollar equivalent of the payment, and made within ninety (90) days from the date on which such payment was due, (iii) In all cases where, in the opinion of the Bank, the value of the national currency of a member of the Bank, expressed in foreign currency, has decreased significantly, This member of the Bank shall, within a reasonable period of time, pay to the Bank an additional amount in the national currency necessary to maintain the value of the entire amount held by the Bank in that currency resulting from the payment of a subscription to the Bank's shares.       (iv) In all cases where, in the opinion of the Bank, the value of a member's national currency denominated in a foreign currency has increased significantly, the Bank shall, within a reasonable period of time, pay to such member the amount in that currency necessary to adjust the value of the entire amount held by the Bank in that currency resulting from the payment of a subscription to the Bank's shares.       (v) The Bank may waive its rights to receive payment in accordance with subparagraph (iii), and a member of the Bank may waive its rights to receive payment in accordance with subparagraph (iv). 6. The Bank may accept from any member of the Bank paying its subscription in accordance with subparagraph 5 (b) of this Article promissory notes or other obligations issued by the Government of that member of the Bank or a depositary designated by that State, in lieu of the amount payable in the national currency of the member of the Bank, provided that these funds are not required by the Bank to implementation of operational activities. Such promissory notes or obligations are non-negotiable, interest-free and payable at the Bank's request at face value.

  Article 7 Conditions for the issue of shares

     1. Shares initially subscribed to by the Bank's members are issued at face value. Other shares are issued at par value, unless the Board of Governors decides in special circumstances to issue them on special terms by a special majority vote, as provided for by Article 28 of this Agreement.         2. Shares cannot be mortgaged and are not encumbered in any way and are subject to transfer only to the Bank.         3. The liability of the Bank's members for shares is limited to the unpaid portion of the share price.         4. No member of the Bank is liable for the obligations of the Bank in connection with membership in the Bank.  

  Article 8 Ordinary resources

     The term "ordinary resources" of the Bank in the sense in which it is applied in this Agreement includes the following:       (i) the authorized capital of the Bank, including paid-in and demand-paid-in shares subscribed to in accordance with Article 5 of this Agreement; (ii) funds raised by the Bank on the basis of powers received pursuant to paragraph 1 of Article 16 of this Agreement, to which the demand obligation applies; provided for in paragraph 3 of Article 6 of this Agreement;        (iii) funds received in repayment of loans or guarantees provided from the resources specified in subparagraphs (i) and (ii) of this Article, or proceeds from equity participation or other types of financing approved in accordance with subparagraph 2 (vi) Article 11 of this Agreement, through the use of appropriate resources; (iv) income received from loans provided from the above-mentioned funds or from guarantees issued, in respect of which the obligation on demand provided for in paragraph 3 of Article 6 of this Agreement applies.; and (v) other funds or income received by the Bank that are not part of the resources of its Special Funds referred to in Article 17 of this Agreement.  

  CHAPTER III OPERATIONAL ACTIVITIES OF THE BANK

  Chapter 9 Resource usage

     The Bank's resources and capabilities are used exclusively to achieve the objectives and perform the functions provided for in Articles 1 and 2 of this Agreement, respectively, in accordance with the principles of sound banking practices.

  Article 10 Ordinary and special operations

       1. The Bank's operations consist of: (i) ordinary operations financed from the ordinary resources referred to in Article 8 of this Agreement; and (ii) special operations financed from the resources of the Special Funds referred to in Article 17 of this Agreement.        These two types of operations can independently finance elements of the same project or program.        2. The ordinary resources and the resources of the Bank's Special Funds are always and in all respects accounted for, used, allocated, invested or otherwise implemented completely independently of each other. Current operations and special operations are reflected separately in the Bank's financial statements.         3. Under no circumstances can the Bank's ordinary resources be used up or used to cover losses or fulfill obligations arising from special operations or other activities for which the resources of the Special Funds were originally used or planned to be used.         4. Expenses related directly to ordinary operations are carried out at the expense of the Bank's usual resources. Expenses related directly to special operations are carried out at the expense of Special Funds. Any other expenses are carried out at the discretion of the Bank.  

  Article 11 Recipient countries and operational methods

1. (a) The Bank may provide or facilitate the provision of financing to any member of the Bank or any of its authorities, State institutions, or bodies politically dependent on it, or to any organization or enterprise operating in the territory of a Member State, and to international or regional structures or organizations whose activities are related to the economic development of the region.       (b) In special circumstances, the Bank may provide assistance to a recipient of its resources not specified in subparagraph (a) above only if the Board of Governors has a super majority of votes, as provided in In accordance with Article 28 of this Agreement: (i) establish that such assistance is intended to serve the purpose of the Bank and does not exceed the scope of the Bank's functions, as well as meets the interests of the Bank's members; and (ii) identify specific types of assistance in accordance with paragraph 2 of this Article that may be provided to such recipient.        2. The Bank may carry out its activities in any of the following ways: (i) by providing loans, co-financing them, or participating in them; (ii) by participating in the capital of organizations or enterprises; (iii) by providing guarantees, as a primary or secondary respondent for obligations in respect of all or part of the loan amount aimed at promoting economic development(iv) using the resources of Special Funds in accordance with the agreements governing their use;        (v) by providing technical assistance in accordance with Article 15 of this Agreement; or (vi) by providing other types of financing that may be determined by a supermajority of the Governing Council, as provided by Article 28 of this Agreement.  

  Article 12 Restrictions on ordinary operations

     1. The total amount of outstanding loans, capital investments, guarantees and other types of financing provided by the Bank for its regular operations in accordance with sub-paragraphs 2 (i), (ii), (iii) and (vi) Article 11 of this Agreement may not be increased under any circumstances if such an increase exceeds the total amount of its unencumbered allocated capital, reserves and profits included in the amount of its usual resources. Notwithstanding the provisions of the previous proposal, the Board of Governors may at any time determine by a supermajority of votes, as provided in According to Article 28 of this Agreement, depending on the financial position and financial position of the Bank, the limit under this paragraph may be increased to 250% of the amount of unencumbered allocated capital, reserves and profits of the Bank included in the amount of its regular resources.         2. At any given time, the amount of the Bank's equity participation should not exceed the total amount of unencumbered paid-in capital subscribed for and total reserves.  

  Article 13 Principles of operational activity

     The Bank's operations are carried out in accordance with the principles set out below. 1. The Bank is guided in all operations by the principles of sound banking practices.        2. The Bank's operations mainly involve financing specific projects or specific investment programs, equity participation and technical assistance in accordance with Article 15 of this Agreement.         3. The Bank does not finance any activities in the territory of any member State of the Bank, if such member of the Bank objects to such financing.         4. The Bank ensures that each of its operations complies with the Bank's operational and financial policies, including, without limitation, policies governing the environmental and social aspects of its activities.         5. When considering an application for financing, the Bank pays due attention to the applicant's ability to attract financing from other sources and on terms that the Bank considers acceptable to the recipient, taking into account all relevant factors.         6. When providing financing or guarantees, the Bank pays due attention to the extent to which the recipient and the guarantor, if any, will be able to fulfill their obligations under the financing agreement.         7. When providing financing or guarantees, the financial conditions, such as the interest rate and other fees, as well as the repayment schedule for the principal amount of the debt, should be such that, in the Bank's opinion, are appropriate, both in relation to the relevant financing and the associated risks for the Bank.         8. The Bank does not impose any restrictions on the purchase of goods and services from any member State of the Bank at the expense of funds received as a result of any financing carried out under ordinary and special operations of the Bank.         9. The Bank shall take the necessary measures to ensure that funds from any provided or guaranteed financing of the Bank, or financing in which the Bank has participated, are used exclusively for the purposes for which this financing was provided, taking due account of considerations of economy and efficiency.         10. The Bank pays due attention to the desirability of avoiding the disproportionate use of its resources in favor of any member of the Bank.         11. The Bank will strive to maintain proper diversification of its participation in the capital of organizations. When making equity investments, the Bank will not assume responsibility for the management of any organization or enterprise in which it participates, nor will it seek to gain control over this organization or enterprise, except in cases where this is necessary to preserve the Bank's investments.  

  Article 14 Conditions for the provision of financing

     1. In the case of loans provided by the Bank, its participation in them or the issuance of guarantees, the terms of the provision of these loans and guarantees are determined in the contract in accordance with the principles of operational activities set out in Article 13 of this Agreement and other provisions of this Agreement. When setting such conditions, the Bank fully takes into account the need to ensure its income and protect its financial position.         2. In the event that the recipient of the loan or loan guarantee is not himself a member of the Bank, the Bank may, when it deems it appropriate, require that member in whose territory the relevant project is to be implemented, or any authority or government agency of that Member State acceptable to the Bank, to guarantee repayment of the principal amount. debt, as well as the payment of interest and other fees on the loan in accordance with its terms.         3. The amount of any Bank's equity participation should not exceed the share in the equity of the relevant organization or enterprise that is permitted under the policy approved by the Board of Directors.        4. In the course of its operations, the Bank may provide financing in the currency of the country concerned in accordance with a policy aimed at minimizing currency risk.

  Article 15 Technical assistance

       1. The Bank may provide technical advice and technical assistance and other similar forms of assistance that serve its purpose and do not exceed the scope of its functions.         2. In the event that the costs incurred in providing such services are not reimbursable, the Bank covers these costs from its income.  

  CHAPTER IV FINANCE OF THE BANK

  Article 16 General powers

     In addition to the powers mentioned in other sections of this Agreement, the Bank has the following powers.          1. The Bank may raise funds by borrowing or by other means in the Member States or other countries within the framework of the relevant legal norms.         2. The Bank may buy and sell securities that it has issued or guaranteed, or in which it has invested its funds.         3. The Bank may guarantee the securities in which it has invested funds in order to facilitate their sale.         4. The Bank may arrange the placement or participate in the placement of securities issued by any organization or enterprise for purposes consistent with the purpose of the Bank.         5. The Bank may invest or deposit funds that are not required for its operations.         6. The Bank must ensure that each security issued or guaranteed by the Bank contains a clearly visible note on the front side stating that it is not an obligation of any government, but if it is actually an obligation of a particular government, then in the latter case this circumstance is indicated.         7. The Bank may establish and manage trust funds established in the interests of third parties, provided that such trust funds serve the purposes of the Bank and do not exceed the scope of its functions, based on the general principles of trust management approved by the Board of Governors.        8. The Bank may establish subsidiaries that serve the purposes of the Bank and do not exceed the scope of its functions, only if they are approved by a special majority vote of the Board of Governors, as provided in Article 28 of this Agreement.         9. The Bank may exercise any other powers and establish such rules and regulations as may be necessary or appropriate to achieve its objectives and perform its functions in accordance with the provisions of this Agreement.  

  Article 17 Special funds

1. The Bank has the right to take over the management of Special Funds designed to serve a purpose and not exceed the scope of the Bank's functions; the funds of such Special Funds are the Bank's resources. The expenses related to the management of any such Special Fund are fully covered by this Special Fund.         2. Special funds taken over by the Bank may be used on terms appropriate to the purpose and functions of the Bank and the provisions of agreements relating to such funds.         3. The Bank shall adopt such special rules and regulations as may be required for the establishment, administration and use of each Special Fund. Such rules and regulations are consistent with this Agreement, except for those provisions that are explicitly applicable only to the Bank's normal operations.         4. The term "Special Fund resources" refers to the resources of any Special Fund and includes: (i) funds accepted by the Bank for inclusion in any Special Fund;         (ii) funds paid under loans or guarantees, and income earned from any equity participation financed from any Special Fund, which, in accordance with the rules and regulations of the Bank governing that Special Fund, were received by that Special Fund; (iii) income earned from investing the resources of Special Funds; and (iv) other resources made available to any Special Fund.  

  Article 18 Direction and distribution of net profit

     1. The Board of Governors determines at least once a year which part of the Bank's net profit should be allocated to retained earnings or allocated for other purposes after the creation of reserves, and which part, if any, should be distributed among the Bank's members. Any such decision on the allocation of the Bank's net profit for other purposes is made by a super majority of votes, as provided in the Article 28 of this Agreement.         2. The distribution referred to in the previous paragraph is made in proportion to the number of shares owned by each member of the Bank, and payments are made in such order and in such currency as will be determined by the Board of Governors.  

  Article 19 Currencies

       1. The members of the Bank do not impose any restrictions on the receipt, possession, use or transfer by the Bank or any recipients of Bank financing of currencies for making payments in any country.         2. In all cases where, under this Agreement, it becomes necessary to assess the value of any currency denominated in another currency or to determine the convertibility of any currency, such assessment or determination shall be carried out by the Bank.  

  Article 20 Ways to cover the Bank's losses

     1. In the course of the Bank's normal operations, in the event of late payment or default on loans provided by the Bank, loans in which it participates or guarantees, as well as in the event of losses from equity participation or other types of financing provision in accordance with subparagraph 2 (vi) According to Article 11 of this Agreement, the Bank shall take such measures as it deems appropriate. The Bank maintains appropriate reserves in case of possible losses.         2. Losses incurred in the course of the Bank's current operations relate: (i) primarily to the Bank's reserves referred to in paragraph 1 above; (ii) secondarily to net income; (iii) thirdarily to reserves and retained earnings; (iv) fourtharily to unencumbered paid-in capital; and (v) finally, for the corresponding amounts of unclaimed distributed capital payable on demand in accordance with the provisions of paragraph 3 of Article 6 of this Agreement.  

  CHAPTER V ORGANIZATION AND MANAGEMENT

  Article 21 Structure

     The Bank has a Board of Governors, a Board of Directors, a President, one or more Vice Presidents, and other such officers and staff as may be necessary.

  Article 22 Board of Governors: composition

     1. Each member of the Bank must be represented on the Board of Governors and appoints one Governor and one Deputy Governor. Each Governor and his deputy shall remain in their positions at the discretion of the Member State of the Bank that appointed them. The Deputy Governor has the right to vote only in the absence of the governor he replaces.         2. At each annual meeting, the Board of Governors elects one of the Governors as Chairman, who remains in office until the election of the next Chairman.         3. The Governors and their deputies perform their duties without receiving remuneration from the Bank, but the Bank may reasonably pay them expenses related to participation in meetings.  

  Article 23 Board of Governors: powers

       1. All powers of the Bank are provided to the Board of Governors.         2. The Board of Governors may delegate to the Board of Directors the exercise of any of its powers, with the exception of the following powers: (i) to admit new members of the Bank and determine the terms of their accession to the Bank; (ii) to increase or decrease the amount of authorized capital of the Bank; (iii) to suspend membership in the Bank; (iv) to resolve disputes on interpretation or application of this Agreement made by the Board of Directors;        (v) to elect the Directors of the Bank and determine the amount of expenses and remuneration of the directors and deputy directors to be paid, if any, in accordance with paragraph 6 of Article 25 of this Agreement; (vi) to elect the President, dismiss or dismiss him from office, as well as determine the amount of his remuneration and other conditions for the performance of his duties(vii) approve, after reviewing the auditors' report, the Bank's balance sheet and profit and loss statement; (viii) determine the amount of reserves and the allocation and distribution of the Bank's net profit;         (ix) to amend this Agreement; (x) to decide on the final termination of the Bank's activities and the allocation of its assets; and (xi) to exercise other powers that the Board of Governors is directly vested with this Agreement.        3. The Board of Governors shall retain full powers to make decisions on any matters delegated to the Board of Directors pursuant to paragraph 2 of this Article.  

  Article 24 The Governing Council: the order of work

       1. The Board of Governors holds an annual meeting and other such meetings, at its discretion or at the request of the Board of Directors. Meetings of the Board of Governors are also convened by the Board of Directors at the request of five (5) members of the Bank.         2. A majority of the Governors shall constitute a quorum at any meeting of the Board of Governors, provided that such majority represents at least two thirds of the total number of votes of the Bank's members.         3. The Board of Governors may, by its order, establish procedures according to which the Board of Directors may vote by questioning the governors on a specific issue without convening a meeting of the Board of Governors, and providing for meetings of the Board of Governors to be held using electronic means of communication in special circumstances.         4. The Board of Governors and the Board of Directors may, within the limits of their powers, establish such subsidiary bodies and adopt such rules and procedures as they deem necessary or acceptable to ensure the Bank's operations.  

  Article 25 The Board of Directors: composition

1. The Board of Directors consists of twelve (12) members who are not members of the Board of Governors and from among whom: (i) nine (9) are elected by governors representing regional member States of the Bank; and (ii) three (3) are elected by governors representing non-regional member States of the Bank.        The Directors are highly competent in economic and financial matters, who are elected in accordance with Appendix B. The Directors represent the members of the Bank, from whom they were elected as governors, as well as the members of the Bank, from whom the governors transferred their votes to them.       2. The Board of Governors reviews the size and composition of the Board of Directors from time to time and may, if necessary, increase or decrease its size, as well as review its composition by a supermajority of votes, as provided in the Article 28 of this Agreement.         3. Each director appoints his deputy, who is fully authorized to act on his behalf in his absence. The Board of Governors shall adopt rules allowing the Director, chosen by the Member States, whose number exceeds a certain number, to appoint an additional Deputy Director.         4. Directors and Deputy Directors must be citizens of the Bank's Member States. Two or more citizens of the same country may not be directors, just as two or more citizens of the same country may not be deputy directors. Deputy Directors may participate in Board meetings, but they have the right to vote only when they replace the Director.         5. The Directors shall serve for two (2) years and may be re-elected.        (a) The Directors continue to perform their duties until their successors are elected and begin to perform their duties.       (b) If the position of Director becomes vacant more than one hundred and eighty (180) days before the end of his term of office, his successor shall be elected for the remainder of the term by the Governors who elected the former Director in accordance with annex B. For these elections, it is necessary to collect a majority of the votes of these governors. The Managers who have elected the Director may choose a successor in the same way if the position of Director becomes vacant less than one hundred and eighty (180) days before the end of his term of office.       (c) While the position of Director remains vacant, the Deputy of the former Director shall exercise his powers, with the exception of the powers to appoint the Deputy Director.        6. The Directors and their deputies perform their duties without receiving remuneration from the Bank, unless the Board of Governors decides otherwise, but the Bank may reasonably pay them expenses related to participation in meetings.  

  Article 26 The Board of Directors: powers

     The Board of Directors is responsible for the overall management of the Bank's activities and for this purpose, in addition to the powers directly delegated to it by this Agreement, exercises all powers delegated to it by the Board of Governors, and in particular:        (i) prepares the work of the Board of Governors; (ii) establishes the Bank's policies, and by a majority of at least three-quarters of the total number of votes of the Bank's member States, decides on the most important operational and financial policies and the delegation of powers to the President in accordance with the Bank's policies;        (iii) decides on the Bank's operations specified in paragraph 2 of Article 11 of this Agreement and on delegating these powers to the President by a majority vote representing at least three-quarters of the total number of votes of the Bank's member States; (iv) regularly monitors the management and functioning of the Bank and establishes a supervisory mechanism for this purpose. in accordance with the principles of transparency, openness, independence and accountability; (v) approves the Bank's strategy, annual plan and budget;         (vi) appoints such committees as it deems appropriate; and (vii) submits audited financial statements for each financial year for approval by the Board of Governors.  

  Article 27 The Board of Directors: working procedure

     1. The Board of Directors holds meetings as often as may be necessary to ensure the Bank's operations, on a regular basis throughout the year. The Board of Directors performs its duties as a body whose members are not permanently located at the Bank's headquarters, unless the Board of Governors decides otherwise by a supermajority of votes, as provided in the Article 28 of this Agreement. Meetings may be convened by the Chairman of the Board of Directors or at the request of three (3) Directors.         2. A majority of the Directors shall constitute a quorum at any meeting of the Board of Directors, provided that such majority represents at least two thirds of the total number of votes of the Bank's member States.         3. The Board of Governors shall adopt rules according to which, when the Board of Directors does not include a representative of any member State of the Bank, that member of the Bank may send its representative, without the right to vote, to participate in any meeting of the Board of Directors at which an issue of particular importance to that member of the Bank is discussed.         4. The Board of Directors establishes procedures according to which the Board may hold meetings using electronic means of communication or hold a vote on an issue without convening a meeting.  

  Article 28 Voting

       1. The total number of votes to which each member of the Bank is entitled consists of the sum of its base votes, the votes assigned to shares, and the votes of the founders received if this member became the founder of the Bank.         (i) The basic votes of each member of the Bank are the votes obtained as a result of an equal distribution among all member States of the Bank of twelve (12) percent of the total amount of basic votes, votes assigned to shares, and votes of the founders.         (ii) The number of votes assigned to the shares of each member of the Bank is equal to the number of shares in the capital of the Bank held by that member of the Bank.         (iii) Each member of the Bank, who is its founder, receives six hundred (600) votes of the founders.        In the event that any member of the Bank fails to pay any part of the amount that it must pay in accordance with its obligations in respect of paid shares in accordance with In accordance with Article 6 of this Agreement, the number of votes assigned to shares that can be used by a member of the Bank is reduced, as long as this non-payment persists, in proportion to the share of the unpaid amount in the total nominal value of the paid shares subscribed to by that Member State in the Bank's capital.        2. When voting in the Board of Governors, each governor has the right to cast all the votes of the Member State he represents.         (i) Unless expressly provided otherwise in this Agreement, decisions on all matters considered by the Board of Governors shall be taken by a majority vote.        (ii) A majority vote of the Board of Governors will require a yes vote of two thirds of the total number of governors representing at least three quarters of the total number of votes of the Bank's members.        (iii) A special majority of the Board of Governors' votes will require a yes vote by a majority of the governors representing at least a majority of the total number of votes of the Bank's members.        3. When voting in the Board of Directors, each director has the right to cast the number of votes to which the governors who elected him are entitled, as well as those votes to which the governors who have transferred their votes to him are entitled.         (i) A Director who has the right to cast the votes of more than one Member State of the Bank may cast the votes of these Member States separately.         (ii) Unless otherwise expressly stipulated in this Agreement, decisions on all matters considered by the Board of Directors shall be taken by a majority of the votes cast.  

  Article 29 The President

     1. The Board of Governors, through an open, transparent process that takes into account the professional qualities of candidates, elects the President of the Bank by a super majority of votes, as provided Article 28 of this Agreement. He must be a citizen of a regional member of the Bank.       During his term in office, the President may not be a managing director or a deputy managing director or director.       2. The term of office of the President is five (5) years. He can be re-elected once. The President may be removed or dismissed from his post by a decision of the Board of Governors adopted by a supermajority of votes, as provided for by Article 28 of this Agreement.        (a) If, for any reason, the office of the President becomes vacant during his term of office, the Board of Governors shall appoint an interim President or elect a new President in accordance with paragraph 1 of this Section.        3. The President is the Chairman of the Board of Directors, but does not have the right to vote, except for the casting vote in case of an equal distribution of votes. He may participate in meetings of the Board of Governors, but does not vote at such meetings.         4. The President is the legal representative of the Bank. He heads the Bank's staff and manages the Bank's day-to-day operations under the guidance of the Board of Directors.  

  Article 30 Officials and employees of the Bank

1. On the recommendation of the President, the Board of Directors appoints one or more Vice-Presidents through an open, transparent process that takes into account the professional qualities of candidates. The Vice-President holds his position for such term, has such powers and performs such functions for the management of the Bank as may be determined by the Board of Directors. In the absence or in case of incapacity of the President, the Vice President exercises the powers and performs the functions of the President.        2. The President is responsible for organizing the work, appointing and dismissing officials and employees in accordance with the rules adopted by the Board of Directors, with the exception of Vice Presidents to the extent provided for in paragraph 1 above.         3. When appointing Bank officials and employees, as well as recommending candidates for the post of Vice Presidents, the President, taking into account the exceptional importance of ensuring the highest level of work efficiency and professional competence, pays due attention to hiring employees from the widest possible geographical representation.  

  Article 31 International character of the Bank

       1. The Bank does not accept Special Funds, loans or assistance that may in any way prejudice its goals and functions, limit them, lead to deviation from them or otherwise change them. 2. The Bank, its President, officials and employees do not interfere in the political affairs of any of the Bank's members their decisions are also not affected by the political nature of the Bank member concerned. Their decisions are made solely based on economic considerations. Such considerations will be assessed impartially in order to ensure that the Bank's objectives and functions are achieved.        3. The President, Vice-Presidents, officials and employees of the Bank, in the performance of their official duties, must act solely in the interests of the Bank and not obey other authorities. Each member of the Bank will respect the international character of their position and refrain from any attempt to influence any of them in the performance of their official duties.  

  CHAPTER VI GENERAL PROVISIONS

  Article 32 Institutions of the Bank

       1. The Bank's headquarters are located in Beijing, People's Republic of China.         2. The Bank may establish representative offices or branches in other places.  

  Article 33 Communication channel; depositories

     1. Each member of the Bank determines the appropriate official body with which the Bank may communicate on any issue arising in connection with this Agreement.         2. Each member of the Bank appoints its central bank or, in agreement with the Bank, any other similar institution as the depository for all funds in the currency of this member, as well as other assets of the Bank.         3. The Bank may place its assets in those depositories that the Board of Directors determines by its decision.  

  Article 34 Reporting and information

     1. The Bank's working language is English and the Bank will be guided by the English text of this Agreement in all decisions and interpretations in accordance with Article 54 of this Agreement.         2. The members of the Bank shall provide the Bank with information that it may reasonably request from them in order to facilitate the performance of its functions.         3. The Bank shall send to its Member States an annual report containing an auditor-reviewed report on the status of its accounts and publish such report. At the same time, the Bank transmits to its members on a quarterly basis an overview of its financial situation and a profit and loss statement showing the Bank's performance.         4. The Bank develops and implements an information disclosure policy in order to ensure transparency of its activities. The Bank may publish such reports as it deems appropriate to achieve its purpose and perform its functions.  

  Article 35 Cooperation with the Bank's members and international organizations

       1. The Bank shall work in close cooperation with all its members in the form it deems appropriate in accordance with the provisions of this Agreement, as well as with other international financial institutions and international organizations dealing with the economic development of the region or areas related to the Bank's activities.         2. The Bank may enter into agreements with such organizations for purposes consistent with this Agreement, with the approval of the Board of Directors.  

  Article 36 References

       1. References in this Agreement to articles or appendices refer to articles and appendices of this Agreement, unless otherwise specified.         2. References in this Agreement to a particular gender apply equally to members of either sex.  

  CHAPTER VII WITHDRAWAL FROM MEMBERSHIP AND SUSPENSION OF MEMBERSHIP

  Article 37 Withdrawal from membership

       1. Any member of the Bank has the right to withdraw from the Bank at any time by sending a written notification to its headquarters.         2. The withdrawal of a member of the Bank will take effect and its membership will terminate on the date specified in the notification, but under no circumstances earlier than 6 (six) months after the receipt of the specified notification by the Bank. At any time before the final entry into force of the withdrawal decision, a member of the Bank may notify the Bank in writing of the cancellation of its notice of intention to withdraw from the Bank.         3. After his withdrawal, the member of the Bank continues to be responsible for all direct and conditional obligations to the Bank that he had on the date of delivery of the notification of withdrawal to the Bank. If the withdrawal decision has finally entered into force, the member State of the Bank shall not bear any responsibility for the obligations arising from the Bank's operations conducted by the Bank after the date of receipt of the withdrawal notification.  

  Article 38 Suspension of membership

     1. If a member State of the Bank fails to fulfill any of its obligations to the Bank, the Board of Governors may suspend its membership based on a decision taken by a supermajority of votes, as provided in Article 28 of this Agreement.        2. The member State of the Bank, whose participation is suspended in this way, automatically ceases to be a member of the Bank after 1 (one) year. one year from the date of suspension of participation, except in cases when the Board of Governors decides to restore the status of full participation of this Member State by a super majority of votes, as provided for Article 28 of this Agreement.         3. During the period of suspension of participation in the Bank, a member of the Bank is not entitled to exercise any rights under this Agreement, with the exception of the right to withdraw, but he remains responsible for all his obligations.  

  Article 39 Settlement of settlements

1. After the State ceases to be a member of the Bank, it continues to be responsible for its direct obligations to the Bank, as well as for contingent obligations to the Bank, as long as any part of loans, guarantees, equity participation or other forms of financing carried out in accordance with paragraph 2 (vi) Article 11 (hereinafter referred to as "other financing"), which was agreed upon before it ceased to be a member, remains unresolved, however, this Member State no longer bears such obligations for loans, guarantees, participation in capital and other financing provided by the Bank after it has ceased to be a member of the Bank, and no longer participates in the income and expenses of the Bank.        2. After a State ceases to be a member of the Bank, the Bank will arrange for the repurchase of shares owned by that country as part of the settlement of settlements with that country in accordance with the provisions of paragraphs 3 and 4 of this Article. For this purpose, the share repurchase price is equal to the book value, according to the Bank's financial statements as of the date on which the State ceased to be a member.         3. The payment of the value of shares repurchased by the Bank in accordance with this Article is subject to the following conditions: (i) Any amounts owed to a country for its shares are retained by the Bank as long as that country, its central bank or any of its authorities, government agencies and political bodies continue to be responsible to the Bank as a borrower, a guarantor or other contractual party for equity participation or other financing, and such amounts may, at the discretion of the Bank, be used to repay such obligations upon maturity. However, no amounts are withheld in respect of the country's contingent liabilities for future requirements to its subscribed capital in accordance with paragraph 3 of Article 6 of this Agreement. In any case, no amounts due to a member of the Bank for its shares may be paid before the expiration of six (6) months from the date on which the country ceases to be a member of the Bank.       (ii) Payments for shares may be made from time to time upon presentation by the country of the relevant share certificates to the extent that the amounts due as the purchase price under paragraph 2 of this Article exceed the total amount of obligations under loans, guarantees, equity participation and other financing referred to in subparagraph (i) of this until the former Member State receives the entire purchase price.       (iii) Payments are made in such available currencies as the Bank determines based on its financial situation.       (iv) If the Bank incurs losses on any loans, guarantees, equity interests or other financing that remained outstanding on the date on which the country ceased to be a member of the Bank and the amount of such losses exceeds the amount of reserves for losses on that date, such country shall pay, upon request, the amount by which the price would have decreased. repurchase of its shares, if these losses were taken into account when calculating the repurchase price. In addition, the former member of the Bank continues to be liable for any claims in respect of unpaid subscriptions in accordance with paragraph 3 of Article 6 of this Agreement to the extent that this would be required if capital encumbrance had occurred and the claim would have been made at the time of calculating the repurchase price of its shares.       4. If, within six (6) months from the date on which a country ceases to be a member, the Bank ceases to operate in accordance with Article 41, all rights of such country shall be determined by the provisions of Articles 41-43. Such a country is still considered a member of the Bank for the purposes specified in the article, but it is deprived of the right to vote.

  CHAPTER VIII SUSPENSION AND FINAL TERMINATION OF THE BANK'S ACTIVITIES

  Article 40 Temporary suspension of operations

     In exceptional cases, the Board of Directors may temporarily suspend operations with respect to new loans, guarantees, equity participation and other forms of financing based on subparagraph 2 (vi) Article 11 of this Agreement until the Board of Governors has an opportunity to review the situation and make a substantive decision.  

  Article 41 Final termination of operations

     1. The Bank may permanently terminate its operations on the basis of a decision of the Board of Governors approved by a supermajority of votes, as provided in Article 28 of this Agreement.         2. Upon such termination of operations, the Bank shall cease all activities from that moment, with the exception of those aimed at the orderly sale, conservation and preservation of its assets and the fulfillment of its obligations.  

  Article 42 Responsibility of the Bank's Member States and payment of claims

       1. In the event of the Bank's final termination of operations, all its members remain liable for undeclared subscription requirements for the Bank's capital, as well as for costs incurred as a result of the depreciation of national currencies, until all creditors' claims, including contingent liabilities, are fulfilled.         2. All creditors with direct claims will first receive payments from the Bank's assets, and only then from the Bank's funds for unpaid or payable subscriptions to its shares. Before making any payments to creditors with direct claims, the Board of Directors takes measures that, in its opinion, are necessary to ensure a proportional distribution between holders of direct and conditional claims.  

  Article 43 Asset allocation

       1. No distribution of assets shall be made among the Bank's member States on account of their subscription to the Bank's capital until: (i) all obligations to creditors have been repaid or secured; and (ii) such distribution has been approved by a decision of the Board of Governors adopted by a supermajority of votes in accordance with Article 28 of this Agreement.        2. Any distribution of the Bank's assets to members shall be made in proportion to the share of the capital of each Member State and shall be carried out within such time limits and on such terms as the Bank considers fair and equal. The shares of distributed assets do not necessarily have to be uniform in relation to the types of assets. No member State of the Bank is entitled to receive its share in such asset allocation until it has settled all its obligations to the Bank.       3. Any Member State of the Bank receiving assets distributed in accordance with this Article shall enjoy the same rights in respect of these assets as the Bank enjoyed prior to their distribution.

  CHAPTER IX STATUS, IMMUNITIES, PRIVILEGES AND EXEMPTIONS  

  Article 44 Objectives of this chapter

       1. In order to enable the Bank to achieve its objectives and perform the functions assigned to it in the territory of each Member State of the Bank, it is granted the status, immunities, privileges and exemptions provided for in this Chapter.         2. Each Member State of the Bank must immediately take the necessary measures to comply with the provisions set out in this chapter in its territory and inform the Bank of the actions taken.  

  Article 45 Status of the Bank

     The Bank has full legal personality and, in particular, has full legal capacity to: (i) conclude contracts; (ii) acquire and dispose of immovable and movable property; (iii) initiate and respond to legal proceedings; (iv) take other measures that may be necessary or useful for the purposes and activities The bank.  

  Article 46 Immunity from prosecution

       1. The Bank enjoys immunity from any form of legal prosecution, with the exception of situations arising in connection with the Bank's exercise of its powers to raise funds through borrowing or other means, guarantee obligations, buy and sell securities or place securities, and in such situations, legal proceedings against the Bank may be initiated only in a court of appropriate jurisdiction based on the territory of the country where the Bank's representative office is located, or where the Bank has appointed a representative to receive a subpoena or notice of a lawsuit, or where it has issued or guaranteed securities.        2. Notwithstanding the provisions of paragraph 1 of this Article, no legal proceedings may be initiated against the Bank by any member of the Bank, a government agency or other institution of a member State of the Bank, or by a legal entity or individual acting directly or indirectly on behalf of a Member State, its body or institute, or who has obtained the appropriate right of claim. The member States of the Bank have the right to resort to special procedures for the settlement of disputes between the Bank and its member States, which may be provided for in this Agreement, the rules and regulations of the Bank or agreements concluded with the Bank.         3. The property and assets of the Bank, wherever they are located and whoever holds them, shall be immune from any form of confiscation, seizure or other forms of enforcement until a final judicial decision is rendered against the Bank.  

  Article 47 Immunity of assets and archives

       1. The property and assets of the Bank, wherever they are located and whoever holds them, are immune from search, confiscation, expropriation or any other form of seizure or alienation by executive or legal action.         2. The archives of the Bank and, in general, all documents belonging to it or stored by it are inviolable, wherever they are located, and whoever their holder may be.  

  Article 48 Freedom of assets from restrictions

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

  Article 49 Privileges in the field of communications

     Each Member State of the Bank grants the same treatment to the official communications of the Bank as to the official communications of any other member.

  Article 50 Immunities and privileges of officials and employees

     All governors, directors, their deputies, President, Vice-President, other officials and employees of the Bank, including experts and consultants who perform work or other services for the Bank: (i) enjoy immunity from prosecution in respect of actions taken by them in the exercise of their official powers, except in cases where The Bank waives this immunity, and all their official papers, documents and accounting documents enjoy inviolability.;         (ii) when they are not citizens or nationals of the host country, they enjoy the same immunity from immigration restrictions, from registration requirements for foreigners and from state military service, and the same benefits in respect of foreign exchange legislation as are provided by the Bank's member States to representatives, officials and employees of other Member States of comparable rank.;         (iii) enjoy similar privileges in terms of conditions and freedom of movement as is customary for representatives, officials and employees of other Member States of comparable rank.  

  Article 51 Exemption from taxation

       1. The Bank, its property, assets, income, as well as operations and transactions conducted in accordance with this Agreement, shall enjoy immunity from any taxation and all customs duties. The Bank is also exempt from any obligation to collect, withhold or pay any taxes or fees.         2. No taxes are levied on salaries and other remuneration, compensation, expenses incurred or in connection with other payments made by the Bank to directors, their deputies, the President, Vice-presidents and other officials or employees of the Bank, including experts and consultants who perform work and other services for the Bank, except in cases where the member State of the Bank depositing the instrument of ratification, Upon acceptance or approval, the Bank also submits a statement on securing for itself and its political authorities the right to collect taxes on salaries and other remuneration paid by the Bank to citizens or subjects of such a Member State.         3. No tax shall be levied on any obligations or securities issued by the Bank, including dividends or interest on them, regardless of their holder, if the relevant requirements: (i) discriminate against such obligations or securities solely because they are issued by the Bank; or (ii) the only legal basis for such taxation is the place or currency in which these securities are issued, or the currency in which they are payable or payable, as well as the location of any representative office or place of business supported by the Bank.         4. No obligations or securities guaranteed by the Bank, including dividends or interest on them, regardless of their holder, are subject to any taxes, if the relevant requirements:        (i) discriminate against such obligations or securities solely because they are guaranteed by the Bank; or (ii) the only legal basis for such taxation is the location of any representative office or place of business supported by the Bank.  

  Article 52 Waiver of immunity, privileges and exemptions

       1. The Bank may, at its discretion, waive any privileges, immunities or exemptions granted under this Chapter at any time and in any circumstances, doing so in a manner and under such conditions as it deems to be in the best interests of the Bank.

  CHAPTER X AMENDMENTS, INTERPRETATION AND ARBITRATION

  Article 53 Amendments

     1. This Agreement may be amended only by a decision of the Board of Governors adopted by a supermajority of votes, as provided in Article 28 of this Agreement.        2. Notwithstanding the provisions of paragraph 1 of this Article, the unanimous approval of the Board of Governors is required for the adoption of any amendment amending: (i) the right to withdraw from the Bank; (ii) the limitations of liability provided for in paragraphs 3, 4 of Article 7 of this Agreement; (iii) the rights relating to the acquisition of equity provided for in paragraph 4 of Article 5 of this Agreement.        3. Any proposal to amend this Agreement, whether from a member of the Bank or from the Board of Directors, shall be submitted to the Chairman of the Board of Governors, who shall submit it for discussion by the Board of Governors. After the amendment is approved, the Bank certifies this fact with an official notification sent to all Member States. The amendment shall enter into force for all Member States of the Bank three (3) months after the date of such official notification, unless another effective date has been set by the Board of Governors.

  Article 54 Interpretation

       1. Any issue of interpretation or application of the provisions of this Agreement that arises between any member of the Bank and the Bank or between two or more member States of the Bank shall be submitted to the Board of Directors for decision. In the absence from the Board of Directors of a director who is a national of a member State of the Bank, whose interests are directly affected by the issue under consideration, this member of the Bank has the right to direct representation on the Board of Directors during such consideration; however, a representative of such member State does not have the right to vote. The specified right of representation is regulated by the Board of Governors.        2. In each case where the Board of Directors has taken a decision in accordance with paragraph 1 of this Article, any Member State may request that the matter be referred to the Board of Governors, whose decision is final. Before a decision is made by the Board of Governors, the Bank may, if it deems it necessary, act on the basis of a decision of the Board of Directors.  

  Article 55 Arbitration

     In case of disagreements between the Bank and the member state of the Bank that has withdrawn from it, or between the Bank and any of its members after the decision on the final termination of the Bank's activities, such disagreements are referred to the decision of the arbitration court, consisting of 3 (three) arbitrators. One of the arbitrators is appointed by the Bank, the second by the interested country, and the third, unless the parties reach a different agreement, is appointed by the President of the International Court of Justice or another body that may be determined in accordance with the rules approved by the Board of Governors. A majority vote of the arbitrators is sufficient to make a decision that is final and binding on the parties. The third arbitrator has the authority to resolve any procedural issues in each case when there is disagreement between the parties on such issues.

  Article 56 Intended approval

     In each case where the approval of a member State of the Bank is required before the Bank can take any action, except for actions in accordance with paragraph 2 of Article 53 of this Agreement, it is considered that the relevant approval has been expressed, unless that member submits objections within a reasonable time, which may be established by the Bank upon notification to the relevant Member State of the proposed action.

  CHAPTER XI FINAL PROVISIONS

  Article 57 Signature and deposit

     1. This Agreement, deposited with the Government of the People's Republic of China (hereinafter referred to as the Depositary), is open for signature until December 31, 2015 by the Governments of the countries listed in Appendix A. 2. The Depositary shall send certified copies of this Agreement to all signatories and other countries that become members of the Bank.  

  Article 58 Ratification, acceptance or approval

     1. This Agreement is subject to ratification, acceptance or approval by the signatories. The instruments of ratification, acceptance or approval shall be deposited with the Depositary no later than December 31, 2016 or, if necessary, no later than a later date, which may be determined by a decision of the Board of Governors, adopted by a qualified majority vote, as provided in Article 28 of this Agreement. The Depositary shall duly notify each signatory of each deposit and the date of its implementation.         2. The signatory party, whose instrument of ratification, acceptance or approval is deposited before the date of entry into force of this Agreement, becomes a member of the Bank on that date. The other signatory party that complies with the provisions of the preceding paragraph becomes a member of the Bank on the date of deposit of its instrument of ratification, acceptance or approval.  

  Article 59 Entry into force

     This Agreement shall enter into force when the instruments of ratification, acceptance or approval have been deposited by at least ten (10) signatories, whose initial subscription represents at least fifty (50) percent of the total subscription specified in Annex A of this Agreement.

  Article 60 Inaugural meeting and commencement of activities

1. After the entry into force of this Agreement, each Member State of the Bank shall appoint a governor and the Depositary shall convene an inaugural meeting of the Board of Governors.       2. At its inaugural meeting, the Board of Governors: (i) Elects the President;       (ii) elects the directors of the Bank in accordance with paragraph 1 of Article 25 of this Agreement, taking into account that the Board of Governors may decide to elect a smaller number of directors for an initial period of less than two years, taking into account the number of Member States and signatories that have not yet become members of the Bank; (iii) takes measures to determine (iv) takes other measures necessary to prepare for the commencement of the Bank's operations.       3. The Bank shall notify its members of the date of commencement of the Bank's activities.       DONE in Beijing, People's Republic of China, on June 29, 2015, in a single copy deposited in the Depository archive, the texts of which in English, Chinese and French are equally authentic.

                       Appendix A Amounts for the initial subscription to the share capital for countries that may become Member States in accordance with Article 58

Number of shares

Capital subscription (USD million)

PART A

REGIONAL MEMBER STATES

Australia

36 912

3 691,2

Azerbaijan

2 541

254,1

Bangladesh

6 605

660,5

Brunei Darussalam

524

52,4

Cambodia

623

62,3

China

297 804

29 780,4

Georgia

539

53,9

India

83 673

8 367,3

Indonesia

33 607

3 360,7

Iran

15 808

1 580,8

Israel

7 499

749,9

Jordan

1 192

119,2

Kazakhstan

7 293

729,3

Korea

37 388

3 738,8

Kuwait

5 360

536,0

Kyrgyz Republic

268

26,8

Lao People's Democratic Republic

430

43,0

Malaysia

1 095

109,5

Maldives

72

7,2

Mongolia

411

41,1

Myanmar

2 645

264,5

Nepal

809

80,9

New Zealand

4 615

461,5

Oman

2 592

259,2

Pakistan

10 341

1 034,1

Philippines

9 791

979.1

Qatar

6 044

604.4

Russia

65 362

6 536,2

Saudi Arabia

25 446

2 544,6

Singapore

2 500

250,0

Sri Lanka

2 690

269,0

Tadjikistan

309

30,9

Thailand

14 275

1 427,5

Türkiye

26 099

2 609,9

United Arab Emirates

11 857

1 185,7

Uzbekistan

2 198

219,8

Vietnam

6 633

663,3

Not related to specific countries

16 150

1 615,0

in total

750 000

75 000,0

PART B NON-REGIONAL MEMBER STATES

Austria 5,008

500,8

Brazil

31 810

3 181,0

Denmark

3 695

369,5

Egypt

6 505

650,5

Finland

3 103

310,3

France

33 756

3 375,6

Germany

44 842

4 484,2

Iceland

176

17,6

Italy

25 718

2 571,8

Luxembourg

697

69,7

Malta

136

13,6

Netherlands

10 313

1 031,3

Norway

5 506

550,6

Poland

8318

831,8

Portugal

650

65,0

South Africa

5 905

590,5

Spain

17 615

1 761,5

Sweden

6 300

630,0

Switzerland

7 064

706,4

United Kingdom

30 547

3 054,7

Not related to specific countries

2 336

233,6

in total

250 000

25 000,0

THE OVERALL RESULT

1 000 000

100 000,0

  APPENDIX B ELECTION OF DIRECTORS

The Board of Governors establishes rules for holding each election of directors in accordance with the following provisions: 1. Directorates. Each Director represents one or more Member States that make up the Directorate. The total total number of votes to which each such directorate is entitled is equal to the number of votes that the Director is entitled to cast in accordance with paragraph 3 of Article 28. 2. The number of votes belonging to the directorate. For each election, the Board of Governors sets the minimum percentage of votes belonging to the Directorate required for the election of directors by governors representing regional members of the Bank (regional directors) and the minimum percentage of votes belonging to the Directorate required for the election of directors by governors representing non-regional members of the Bank (non-regional directors).        (a) The minimum percentage required for the election of regional directors is set as a proportion of the total number of votes that governors representing regional members (regional governors) are entitled to cast during the election. Initially, the minimum percentage for the election of regional directors is 6%. (b) The minimum percentage required for the election of non-regional directors is set as a proportion of the total number of votes that governors representing non-regional members (non-regional governors) are entitled to cast during the election. Initially, the minimum percentage for the election of non-regional directors is 15%. 3. Adjusted percentage. In order to adjust the votes held by the various directorates, in cases where there is a need for subsequent rounds of voting in accordance with paragraph 7 below, the Governing Council shall establish for each election an adjusted percentage for the election of non-regional directors and an adjusted percentage for the election of non-regional directors. In all cases, the adjusted percentage must be higher than the corresponding minimum percentage.       (a) The adjusted percentage required for the election of regional directors is set as a proportion of the total number of votes that regional governors are entitled to cast during the election. The initial adjusted percentage for the election of regional directors is 15%. (b) The adjusted percentage required for the election of non-regional directors is set as a proportion of the total number of votes that non-regional governors are eligible to cast during the election. Initially, the minimum percentage for the election of non-regional directors is 60%. 4. Number of candidates. For each election, the Board of Governors shall determine the number of regional and non-regional directors to be elected, taking into account its decisions on the size and composition of the Board of Directors in accordance with paragraph 2 of Article 25 of this Agreement.        (a) The initial number of regional directors is nine. (b) The initial number of non-regional directors is three.        5. Nomination of candidates. Each manager has the right to nominate only one candidate. Candidates for the position of Regional Director are nominated by the regional managers. Candidates for the position of non-regional director are nominated by non-regional managers.        6. Voting. Each governor has the right to vote for one candidate, giving him all the votes to which the Member State that appointed him is entitled in accordance with paragraph 1 of Article 28 of this Agreement. Regional directors are elected based on the voting results of the regional governors. Non-regional directors are elected based on the voting results of non-regional managers.        7. The first round of voting. The candidates who received the largest number of votes during the first round, the number of which does not exceed the number of directors to be elected, are considered elected to the positions of directors, subject to the condition that these candidates receive a sufficient number of votes to achieve the appropriate minimum percentage.        (a) In cases where the required number of directors was not elected during the first round of voting, but the number of candidates was equal to the number of directors to be elected, the Board of Governors decides on further actions to complete the election of regional directors or non-regional directors, as appropriate.        8. Subsequent rounds of voting. In cases where the required number of directors was not elected during the first round of voting, but the number of candidates exceeded the number of directors to be elected, subsequent rounds of voting are held as necessary. In the following rounds of voting: (a) The candidate who received the fewest votes in the previous round of voting is excluded from the list of candidates participating in the next round.       (b) Votes shall be cast: (i) only by those governors who, in the previous round, cast their votes for a candidate who was not elected; and (ii) only by those governors for whom it is considered that their votes cast for an elected candidate raised the number of votes for that candidate above the corresponding adjusted percentage according to subparagraph (c) below.       (c) The votes of all the governors who voted for each candidate are added in descending order until the number of votes representing the corresponding adjusted percentage is exceeded. It is assumed that the managers whose votes were taken into account in this calculation cast all their votes for this director, including the manager, whose votes brought the number of votes cast to a level exceeding the adjusted percentage. Regarding the other managers, whose votes were not taken into account in the specified calculation, it is considered that their votes increased the total number of votes cast for the candidate after exceeding the adjusted percentage, and the votes of such managers are not taken into account when electing this candidate. Such other managers have the right to participate in the next round of voting.       (d) If only one Director remains unelected in any subsequent round of voting, a simple majority of the remaining votes is sufficient to elect such director. It is considered that such remaining votes were taken into account when electing the last director.        9. Transfer of votes. Any manager who does not participate in the election or whose votes are not taken into account when electing a director may transfer the votes to which he is entitled to the elected director, provided that such manager has secured in advance the consent of all the managers who elected this director for such transfer of votes.         10. Privileges of the founding members. When nominating and electing directors as managers, as well as when appointing their deputies as directors, the principle is observed that each founding Member State is given the privilege of appointing a director or deputy director in its directorate on a permanent or rotating basis.  

     RCPI's note!       The following is the text of the Agreement in English, Chinese and French.

President    

Republic of Kazakhstan     

© 2012. RSE na PHB "Institute of Legislation and Legal Information of the Republic of Kazakhstan" of the Ministry of Justice of the Republic of Kazakhstan  

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